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Contributing Editor Andrew Pitts [ Exclusively for: Squire Patton Boggs | 06-Jul-16, 03:25 PM ] ©Getting The Deal Through GETTING THROUGH THE DEAL Securities Finance Securities Finance Contributing editor Andrew Pitts 2016 2016 © Law Business Research 2016 [ Exclusively for: Squire Patton Boggs | 06-Jul-16, 03:25 PM ] ©Getting The Deal Through Securities Finance 2016 Contributing editor Andrew Pitts Cravath, Swaine & Moore LLP Publisher Law The information provided in this publication is Gideon Roberton general and may not apply in a specific situation. [email protected] Business Legal advice should always be sought before taking Research any legal action based on the information provided. Subscriptions This information is not intended to create, nor does Sophie Pallier Published by receipt of it constitute, a lawyer–client relationship. [email protected] Law Business Research Ltd The publishers and authors accept no responsibility 87 Lancaster Road for any acts or omissions contained herein. Business development managers London, W11 1QQ, UK Although the information provided is accurate as of Alan Lee Tel: +44 20 3708 4199 April 2016, be advised that this is a developing area. [email protected] Fax: +44 20 7229 6910 Adam Sargent © Law Business Research Ltd 2016 Printed and distributed by [email protected] No photocopying without a CLA licence. Encompass Print Solutions First published 2004 Tel: 0844 2480 112 Dan White Thirteenth edition [email protected] ISSN 2055-5423 © Law Business Research 2016 CONTENTS [ Exclusively for: Squire Patton Boggs | 06-Jul-16, 03:25 PM ] ©Getting The Deal Through Global overview 5 Luxembourg 62 Mark Greene, Andrew Pitts and George Stephanakis Denis Van den Bulke Cravath, Swaine & Moore LLP Vandenbulke Austria 7 Macedonia 70 Christoph Moser Emilija Kelesoska Sholjakovska and Dragan Dameski Weber & Co Debarliev, Dameski & Kelesoska Attorneys at Law Brazil 15 Nigeria 74 Jean Marcel Arakawa and Vanessa Fiusa Yinka Edu Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados Udo Udoma & Belo-Osagie Canada 21 South Africa 79 Martin Kovnats, Jeffrey Merk, Andrew Magnus, Ezra Davids, David Yuill and Ryan Wessels Mathew Goldstein and Matthew Liberatore Bowman Gilfillan Inc Aird & Berlis LLP Switzerland 87 Chile 26 Jacques Iffland and Patrick Schleiffer Matías Zegers and Jorge Timmermann Lenz & Staehelin Bahamondez, Alvarez & Zegers Ltda Turkey 92 Germany 31 Umurcan Gago and Bekir Emre Haykır Andreas Fillmann GSG Attorneys at Law Squire Patton Boggs (US) LLP United Kingdom 98 India 42 Padraig Cronin and Yvonne Lee The Capital Markets Group Slaughter and May Luthra & Luthra Law Offices United States 105 Italy 50 Mark Greene, Andrew Pitts and George Stephanakis Emanuela Campari Bernacchi, Valentina Lattanzi and Cravath, Swaine & Moore LLP Antonio Siciliano Legance – Avvocati Associati Japan 57 Shinichi Araki Nagashima Ohno & Tsunematsu 2 Getting the Deal Through – Securities Finance 2016 © Law Business Research 2016 Squire Patton Boggs[ Exclusively (US) LLP for : Squire Patton Boggs | 06-Jul-16, 03:25 PM ] ©Getting The Deal Through GERMANY Germany Andreas Fillmann Squire Patton Boggs (US) LLP Statutes and regulations • the Delegated Regulation (EU) No. 1392/2014 of 15 April 2014 sup- plementing Directive 2003/71/EC of the European Parliament and 1 What are the relevant statutes and regulations governing Council with regard to regulatory standards for publication of supple- securities offerings? Which regulatory authority is primarily ments to the prospectus; responsible for the administration of those rules? • the Commission Regulation (EU) No. 596/2014 of 16 April 2014 on Securities (debt and equity) offerings and trading in Germany are governed market abuse; by several relevant statutes, rules and regulations, in particular: • the Commission Regulation (EU) No. 909/2014 of 23 July 2014 on • the Act on the Strengthening of Investor Protection and Improved securities settlement and the Central Securities Depositories; Functioning of the Capital Markets; • the Commission Delegated Regulation (EU) 2015/761 of 17 December • the Act on the Strengthening of German Financial Supervision; 2014 supplementing Directive 2004/109/EC of the European • the Bond Act (SchVG); Parliament and of the Council with regard to certain regulatory tech- • the Commission Regulation (EC) No. 2273/2003 of 22 December 2003 nical standards on major holdings (Regulation 2015/761/EU); implementing Directive 2003/6/EC as regards exemptions for buy- • the Commission Delegated Regulation (EU) of 30 November 2015 sup- back programmes and stabilisation of financial instruments; plementing Directive 2003/71/EC of the European Parliament and of • the Commission Regulation (EC) No. 809/2004 of 29 April 2004 the Council with regard to regulatory technical standards for approval implementing Directive 2003/71/EC as regards information con- and publication of the prospectus and dissemination of advertise- tained in prospectuses as well as the format, incorporation by ref- ments and amending Commission Regulation (EC) No. 809/2004 has erence and publication of such prospectuses and dissemination been adopted; of advertisements; • the Proposal for a Regulation of the European Parliament and of the • the Commission Regulation (EC) No. 211/2007 of 27 February Council of 30 November 2015 on the prospectus to be published when 2007 amending Regulation (EC) No. 809/2004 implement- securities are offered to the public or admitted to trading; ing Directive 2003/71/EC as regards financial information in • the Exchange Rules of the Frankfurt Stock Exchange; prospectuses where the issuer has a complex financial history or • the Financial Stability Act (FinStabG); has made a significant financial commitment, amended by the • the General Terms and Conditions (Open Market) of Deutsche Commission Delegated Regulation (EU) No. 486/2012 as regards dis- Börse AG for the Regulated Unofficial Market on the FWB Frankfurt closure requirements; Stock Exchange; • the Commission Regulation (EU) No. 1092/2010 of 24 November • the German Banking Act (KWG); 2010 on European Union macro-prudential oversight of the financial • the Investment in Assets Act (VermAnlG); system and establishing a European Systemic Risk Board; • the Investment Services Rules of Conduct and Organisation regulation; • the Commission Regulation (EU) No. 1093/2010 of 24 November • the Ordinance for the Ascertainment of the Prohibition of 2010 establishing a European Supervisory Authority(European Manipulation Practices (MaKonV); Banking Authority), amending Decision No. 716/2009/EC and repeal- • the Ordinance concerning the Admission of Securities to Official ing Commission Decision 2009/78/EC; Listing on a Stock Exchange (BörsZulV); • the Commission Regulation (EU) No. 1095/2010 of 24 November 2010 • the Ordinance of Securities Trading Reporting and Insider List establishing a European Supervisory Authority (European Securities (WpAIV); and Markets Authority), amending Decision No. 716/2009/EC and • the Safe Custody Act (DepotG); repealing Commission Decision 2009/77/EC; • the Securities Prospectus Act (WpPG); • the Commission Delegated Regulation (EU) No. 862/2012 of 4 June • the Securities Trading Act (WpHG); 2012 amending Regulation (EC) No. 809/2004 as regards information • the Stock Corporation Act (AktG); on the consent to use of the prospectus, information on underlying • the Stock Exchange Act (BörsG); indexes and the requirement for a report prepared by independent • the Trading Regulations for the Regulated Unofficial Market on the accountants or auditors; Frankfurt Stock Exchange; and • the Commission Delegated Regulation (EU) No. 486/2012 of 30 March • the Act Adapting Legislation in the Financial Market Area 2012 amending Regulation (EC) No. 809/2004 as regards the format (KAGB-Anpassungsgesetz). and the content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements; In addition, various EU Directives have been implemented in the afore- • the Commission Delegated Regulation (EU) No. 285/2014 of mentioned German rules and regulations, particularly including: 13 February 2014 supplementing Regulation (EU) No. 648/2012 with • Directive 2001/34/EC of 28 May 2001 on the admission of securities regard to regulatory technical standards on direct, substantial and to official stock exchange listing and on information to be published on foreseeable effect of contracts within the Union and to prevent the those securities; evasion of rules and obligations; • Directive 2004/39/EC of 21 April 2004 on markets in financial instru- • the Commission Delegated Regulation (EU) No. 382/2014 of ments (amending Council Directives 85/611/EEC and 93/6 EEC and 7 March 2014 supplementing Directive 2003/71/EC of the European Directive 2000/12/EC and repealing Council Directive 93/22/EEC Parliament and of the Council with regard to regulatory technical (MiFID)); standards for publication of supplements to the prospectus; www.gettingthedealthrough.com 31 © Law Business Research 2016 GERMANY [ Exclusively for: Squire Patton Boggs | 06-Jul-16, 03:25 PM ] ©Getting TheSquire Deal Patton Through Boggs (US) LLP • Directive 2004/109/EC of 15 December 2004 on the harmonisation • making notifications on directors’ dealings and financial reporting; and of transparency requirements in relation to information about issuers • reviewing securities prospectuses. whose securities are admitted to trading on a regulated
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