EBF responds to CESR’s consultation on the extension of shareholding notifications
07 April 2010
EBF agrees that the secret building of voting rights in a company must not be tolerated; so there is a need for an EU-harmonization of the Transparency Directive’s disclosure requirements. However, EBF has concerns about disclosure thresholds and exemptions.
The EBF agrees with CESR that the secret building of voting rights in a company must not be tolerated; and that there is a need for an EU-harmonised approach to the Transparency Directive’s disclosure requirements.
Many EBF members are however concerned that the solution proposed by CESR would not be the most efficient way of addressing the identified concerns. The EBF therefore makes a number of proposals that could alleviate the burden of the proposed rules.
In particular, it should be considered to require the notification of instruments of similar economic effect to holding shares (“SEE instruments”) in separation from the notification of straight shareholdings, and to require such notifications only for significant holdings of SEE instruments. This solution was proposed by the European Securities Markets Expert Group in its report to the European Commission of November 2009.
The EBF also suggests that in the case of breaches with the rules, sanctions take the form of the loss of voting rights, instead of fines.
General remarks :
European banks share the objective that is underlying CESR’s proposal of extending the Transparency Directive’s notification requirements to instruments of similar economic effect to holding shares and entitlements to acquire shares (“SEE instruments”): the secret building of voting rights in a company must not be tolerated.
However, many EBF members are not convinced that CESR’s proposal on how to address such concerns is the most efficient way of achieving the intended outcome. Instead, many EBF members are concerned that the costs implied by such an extension might not be proportionate.
The EBF would therefore urge CESR to consider possibilities to alleviate the difficulties implied by its proposal. This is especially with regard to the need for legal certainty and the instruments covered by the proposal; with regard to the disclosure thresholds; and with regard to the exemptions.
© CESR - Committee of European Securities Regulators