Governance & Securities Law Focus: Europe Edition, October 2013

by Shearman & Sterling LLP

In this issue:

- EU Developments

- Opinion on ESMA’s Powers under the Short Selling Regulation

- ESMA Publishes Third Country Advice on Equivalence

- ESMA Consults on the Clearing Obligation

- European Commission Adopts Two Delegated Regulations under EMIR

- ESMA Consults on Draft RTS for Derivatives with

- Extraterritorial Effect under EMIR RTS on CCP Colleges Published

- ESMA Publishes Updated FAQs on the Implementation of EMIR

- European Commission Publishes Further Proposals to Fight against Fraud

- European Parliament Committees Propose Amendments to the Gender Balance Directive

- ESMA Consults on Guidelines on Enforcement of Financial Information

- European Commission Amends Prospectus Regulation in relation to Convertible and Exchangeable Debt Securities

- Compromise Text Published on Proposed Statutory Audit Directive

- European Committee on the Internal Market and Consumer Protection Proposes Amendments to the Accounting Directives

- German Developments

- Amendment to the Issuers Guide published by the German Federal Financial Supervisory Authority

- Italian Developments

- Amendments to the Regulation on Issuers

- New Disclosure Obligations for Trusts

- Renewable Energies and Real Estate Market

- UK Developments

- UK Legislation Implementing EMIR

- FCA Consults on Amendments to the FS Handbook

- ICSA Publish Revised Guidance On Matters Referred to Company Committees

- ISDX Publishes Amended Rules for Issuers and Corporate Advisers Handbook

- ABI Publish Report On Equity Capital Markets

- BIS Publishes Discussion Paper on Transparency and Trust

- Competition Commission Announces Provisional Remedies in Audit Market Investigation

- FCA Publishes Preliminary Guidance on Advancing Its Objectives

- Takeover Panel Publishes Response Statement on Amendments To Takeover Code Relating To Profit Forecasts, Quantified Financial Benefits Statements And Material Changes In Information

- ABI Publish Report on Shareholder Engagement

- Select Committee Report On Kay Review of UK Equity Market And Long-Term Decision Making

- UKLA Publishes Sixth Primary Market Bulletin

- Narrative Reporting: The New UK Strategic Report, Directors’ Remuneration Policy and Greenhouse Gas Emissions Reporting

- FCA Publishes Consultation Paper On Arrangements For Disclosure Of Regulated Information FCA Publishes Quarterly Consultation Paper

- US Developments

- SEC Developments

- Noteworthy US Securities Law Litigation

- Recent SEC/DOJ Enforcement Matters

- PCAOB Developments

- Other

- Asian Developments

- HKEx publishes Amended Listing Rules to Complement the New IPO Sponsor Regime

- Developments Specific To Financial Institutions

- Global Developments

- EU Developments

- German Developments

- UK Developments

- Excerpt from: EU DEVELOPMENTS:

Opinion on ESMA’s Powers under the Short Selling Regulation -

On 12 September 2013 Advocate-general Jääskinen delivered his opinion in the case of the UK v. the Council of the European Union and European Parliament in which the UK contests the validity of Article 28 of the Short Selling Regulation. Article 28 gives the European Securities and Markets Authority (“ESMA”) the power to require disclosure of short positions or to ban short selling of certain financial instruments in emergency situations. The Advocate-general considers that Article 28 should be annulled because Article 114 of the European Treaty is not the correct legal basis for conferring such powers on ESMA. The opinion of an advocate-general is not legally binding on the court. The judges will now consider all of the evidence as well as the opinion before giving judgment.

Please see full newsletter below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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