Anniina Järvinen’s Post

✍ The Securities Market Association has given a new recommendation on good securities market practice in directed share issues. The recommendation describes the information that must be disclosed in connection with a directed share issue, particularly with respect to the justification for the directed share issue, determination of subscription price, and parties subscribing for the shares. The new recommendation will be applied to directed share issues that are disclosed on or after 1 December 2024. If you want to know more, read our latest blog post by Anniina Järvinen, Roope Sevón, and Tobias Palmgren. 👇 #M&A #capitalmarkets

Hot off the press our take on the Securities Markets Association recommendation on directed share issues, which provides more meat on the bones on key disclosure elements to consider especially when discounts to prevailing market price are a significant factor

The EU Listing Act package has been published in the Official Journal and will enter into force on 4 December 2024. It contains new rules for companies listing their securities on European stock exchanges. Especially for SMEs, the access to the capital markets shall be simplified.   The EU Listing Act package consists of the following elements: 1️⃣ The Listing Regulation amends the Prospectus Regulation, the Market Abuse Regulation (#MAR), and the Markets in Financial Instruments Regulation (#MiFIR). It simplifies the Prospectus Regulation exemption thresholds. Furthermore, with the EU Follow-On Prospectus and the EU Growth Issuance Prospectus it introduces new types of prospectuses as well as a “Prospectus Summary”. The changes to the MAR include simplifications on the reporting and disclosure obligations for buy-back programmes, clarifications on the market sounding regime, and new rules on the prevention of insider dealing. Finally, the Listing Regulation updates the requirements for operators of trading venues on the record keeping of order data according to Art. 25 MiFIR. 2️⃣ The Listing Directive amends the revised Markets in Financial Instruments Directive (#MiFID2) with regard to investment research and the ability of segments of MTFs to apply for the registration as SME growth markets. 3️⃣ The Multiple-Vote Directive harmonises rules on multi-volte share structures on EU level.   The EU Listing Act aims to increase the attractiveness of the EU capital markets and facilitate the listing of companies of all sizes. The new rules affect all listed companies as well as investment firms and market operators.   We at LPA support our clients since many years in the compliance with capital markets regulations. If you have questions feel free to contact our markets compliance experts Dr. Burkhard Eisele, Christian Behm, Karla Gerling, Anwar Sawyer, Philipp Faulstich, CFA, Joel Ennen, Christopher Grohmann and me. #EUListingAct #ProspectusRegulation #InsiderDealing #Compliance

Information leakage prior to market switches and the importance of Nominated Advisers @Antonios Siganos, Angelos Synapis, Yannis Tsalavoutas University of Glasgow Adam Smith Business School https://lnkd.in/d_hvVQwW Abstract This study tests the information leakage hypothesis prior to the public announcement of firms switching between the Alternative Investment Market (AIM) and the Main Market (MM) in the UK. We find significant abnormal stock returns 60 trading days prior to the announcement of these switches. The results are robust after controlling for switching anticipation, rumors, other major corporate announcements, and firm performance a year prior to the switch. We also show that having a reputable Nominated Adviser (Nomad) significantly moderates the abnormal stock returns prior to market switches. However, this effect does not hold when Nomads also act as brokers in firms that switch markets. Overall, these findings provide novel evidence about abnormal stock returns prior to the announcement of market switches in the UK and the role of Nomads. As such, we shed light on the significance and the limits of decentralized regulation on informed trading activity.

Section 12(G) Of The Exchange Act: Why You Should Care        By Patrick Costello   Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C § 78l(g)) mandates that a company register with the Securities and Exchange Commission (the “SEC”) a class of securities if:  the company has gross assets of more than $10 million; and the securities of such class are held of record by more than (a) 2,000 persons or (b) 500 non-accredited investors (as defined under Securities Act Rule 501(a) (17 C.F.R. § 230.501(a)) These are referred to individually as the “Gross Assets Threshold” and the “Held of Record Threshold,” and, together, the “Thresholds.” Issuers who cross the Thresholds must register the relevant class of securities with the SEC by filing a form 10-12G registration statement within 120 days of the last day of the fiscal year in which the issuer exceeds the Thresholds. After filing its 10-12(G) registration statement, an issuer will need to comply with the continuous reporting obligations under Exchange Act Section 13 as it relates to annual, quarterly, and periodic reports, and beneficial ownership reporting, Section 14 as it relates to proxy rules and Section 16 as it relates to insider transactions in a public company’s securities. https://lnkd.in/eHB3YDCr   #bevilacqua Louis A. Bevilacqua Kevin (Qixiang) Sun 孙启翔 Bevilacqua PLLC

!!! Listing Act !!! >>> What´s the timeline? <<< The #ListingAct aims to simplify the listing rules for companies that want to list on public #stock exchanges, while also preserving #transparency, #investorprotection and #marketintegrity. It seeks to counter the fragmentation of national laws that restrict the flexibility of companies to issue multiple-vote shares when going public, which is particularly important for innovative scale-ups. Proposed by the European Commission in 2022, the Listing Act is a package of measures meant to review the Prospectus Regulation, Market Abuse Regulation (#MAR), Markets in Financial Instruments Regulation and Directive (#MiFIR/ #MiFID II), and to introduce a new Directive on multiple-vote share structures. In that context, the following regulations and directives were published in the Official Journal on 14 November 2024 (i) Regulation (EU) 2024/2809 (ii) Directive (EU) 2024/2810 (iii) Directive (EU) 2024/2811 To facilitate the effective implementation of the Listing Act, ESMA will be publishing a series of consultation papers and final reports, with respect to each legislative area, to identify the necessary changes to meet its goals. The consultation papers will be in response to technical advice requested from the European Commission as well as direct empowerments to issue or update regulatory and implementing technical standards and guidelines. For more information please see below. Bets regards, Hartmut

Section 12(G) Of The Exchange Act: Why You Should Care        By Patrick Costello   Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C § 78l(g)) mandates that a company register with the Securities and Exchange Commission (the “SEC”) a class of securities if:  the company has gross assets of more than $10 million; and the securities of such class are held of record by more than (a) 2,000 persons or (b) 500 non-accredited investors (as defined under Securities Act Rule 501(a) (17 C.F.R. § 230.501(a)) These are referred to individually as the “Gross Assets Threshold” and the “Held of Record Threshold,” and, together, the “Thresholds.” Issuers who cross the Thresholds must register the relevant class of securities with the SEC by filing a form 10-12G registration statement within 120 days of the last day of the fiscal year in which the issuer exceeds the Thresholds. After filing its 10-12(G) registration statement, an issuer will need to comply with the continuous reporting obligations under Exchange Act Section 13 as it relates to annual, quarterly, and periodic reports, and beneficial ownership reporting, Section 14 as it relates to proxy rules and Section 16 as it relates to insider transactions in a public company’s securities. https://lnkd.in/eJkKKVKG   #bevilacqua Louis A. Bevilacqua Kevin (Qixiang) Sun 孙启翔 Bevilacqua PLLC

Over 7 minutes on ausbiz demonstrates the continued interest from Australian issuers seeking to access U.S. investors. Thank you for the opportunity to explain how our #OTCQX and #OTCQB markets provide companies a cost effective and efficient way to cross-trade in the U.S. without expensive, burdensome and risky SEC disclosure and Sarbanes Oxley compliance. All using ASX disclosure and accounting standards. #listlocaltradeglobal OTC Markets Group

Capital Market and Securities Laws updates: Investor Charter for Stock Exchanges (May 29, 2024) In order to facilitate investor awareness about various activities such as business transacted and services provided to investors on stock exchanges, grievance redressal mechanism, rights and obligations of investors, guidance pertaining to special circumstances related to market activities due to default of brokers, advisory for investors etc., SEBI in November 2021 has formulated the Investor Charter for Stock exchanges containing the information for investors on aforesaid issues and advised Stock Exchanges to disclose the same on their respective websites. In view of the recent developments in the securities market including introduction of Online Dispute Resolution (ODR) platform and SCORES 2.0, SEBI has modified the Investor Charter for Stock Exchanges inter-alia detailing the services provided to Investors, Rights of Investors, various activities of stock exchanges with timelines, Dos and DON’T’s for Investors, Responsibilities of Investors, Code of Conduct for Stock Exchanges and Grievance Redressal Mechanism which is placed at Annexure A to this circular. For details: https://lnkd.in/gaWKkAet

Big step forward for EU capital markets! 🚀 Today, the Council approved the Parliament's first reading position on the EU Listing Act, marking the official adoption of this key legislative package which includes: - a Regulation amending the Prospectus Regulation, Market Abuse Regulation, and MiFIR; - a Directive amending MiFID II; and - a directive on multi-vote share structures. Once published in the Official Journal of the EU, the measures will come into effect in 20 days. Member states will have 18 months to transpose the MiFID II amendment and two years for the multi-vote shares Directive.  detailed analysis of the amendments introduced by the Listing Act Regulation to the Prospectus Regulation will be available in my forthcoming book, Regulating Primary Markets in the Capital Markets Union: Between Uniformity and Differentiation, published by Hart Publishing: https://lnkd.in/d_WMmN4n. 💼 #EUlaw #CapitalMarkets #CapitalMarketsUnion #Finance #Regulation