Marc-David Weinberger
Partner
md.weinberger@cew-law.be
+32 (0)2 542 02 39
Banking and financial lawCompany and association lawEconomic and commercial law
Banking and financial law
,Company and association law
,Economic and commercial law
The objective of the DFI Directive is in essence to better reflect in the EU prudential framework the differences between the risks incurred and generated by investment firms as compared to credit institutions and to harmonise the application of the prudential framework in the different Member States.
In Belgium, the European concept of investment firm is, since the transposition of Directive 2014/65/EU of 15 May 2014 on markets in financial instruments ("MiFID II"), broken down into "brokerage firms", on the one hand, and "portfolio management and investment advisory companies" (hereinafter PMACs), on the other, which are essentially distinguished by the investment services they are authorised to provide and the supervisory authorities in charge of their supervision (the NBB and the FSMA supervise brokerage firms, while only the FSMA supervises ICPMS).
The two bills essentially aim to transfer the provisions applicable to stock exchange companies from the Banking Act to a new law ad hoc on the status and control of securities firms and on miscellaneous provisions (Cf. Doc. Parl.Chamber, 2021-2022, no. 55-2763/001) and to adapt the above-mentioned law of 25 October 2016 (Cf. Parl.Chamber, 2021-2022, no. 55-2765/003).
Fundamentally, the adoption of a new law on the status and supervision of securities companies is more a matter of legalistic considerations, in particular to anticipate future changes to the DTI Directive itself; the draft law, as it stands, does not imply a substantial reform of the existing regime.
As the deadline for transposition of the DTI Directive (expiring on 26 June 2021) is already well past, the legislator has not provided for a deferred entry into force for the vast majority of the provisions of the two adopted drafts (which will therefore enter into force following the ordinary deadline).
However, for stock exchange companies previously exempted from setting up specialised committees within their board of directors, a transitional period of 18 months is foreseen to allow them to comply with the new governance requirements.
It is therefore important not to underestimate the extent of compliance and the time available for compliance once the laws are adopted.
For more information, please contact: Marc-David Weinberger (marc-david.weinberger@cew-law.be) and Antoine Mairesse (antoine.mairesse@cew-law.be), lawyers, CEW & Partners.
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