Key Benefits:
The President of the Republic,
On the report of the Prime Minister and the Minister of Economy, Finance and Industry,
Given the Constitution, in particular Article 38;
In view of Directive 2004 /39/EC European Parliament and of the Council of 21 April 2004 concerning the markets in financial instruments, amending Council Directives 85 /611/EEC and 93 /6/EEC, amending Directive 2000 /12/EC of the European Parliament and of the Council and repealing the Directive 93 /22/EEC of the Council;
Having regard to Directive 2006 /31/EC of the European Parliament and of the Council of 5 April 2006 amending Directive 2004 /39/EC on markets in financial instruments, with regard to certain deadlines;
Given the Directive 2006 /73/EC of 10 August 2006 implementing measures for the implementation of Directive 2004 /39/EC of the European Parliament and of the Council;
Given the monetary and financial code;
In view of Act No. 2007-212 of 20 February 2007 with various provisions Interesting to the Banque de France, in particular Article 9;
In view of the opinions of the Advisory Committee on Financial Legislation and Regulation of 18 December 2006 and 15 March 2007;
The Council of State (Finance Section) ;
The Council of Ministers heard,
Orgives:
Book III of the same code is thus modified:
1 ° Articles L. 321-1 and L. 321-2 are replaced by the following provisions:
" Art. L. 321-1. -Investment services shall cover the financial instruments listed in Article L. 211-1 and shall include the following services and activities:
" 1. Receiving and transmitting orders on behalf of third parties;
" 2. Running orders on behalf of third parties;
" 3. Negotiation for own account;
" 4. Portfolio management for third parties;
" 5. Investment Board;
" 6-1. On-farm;
" 6-2. Guaranteed placement;
" 7. Unguaranteed placement;
" 8. The operation of a multilateral trading system within the meaning of Article L. 424-1.
" A decree specifies the definition of these services.
" The services provided to the State and the Banque de France, in the framework of the policies for the management of money, exchange rates, public debt and State reserves, shall not be subject to the provisions of this Code applicable to services Investment referred to in this Article.
" Art. L. 321-2. -Services related to investment services include:
" 1. The retention or administration of financial instruments on behalf of third parties and ancillary services such as the holding of cash accounts corresponding to these financial instruments or the management of financial guarantees;
" 2. The granting of loans or loans to an investor to enable it to carry out a transaction involving a financial instrument and in which the credit or loan company is involved;
" 3. The provision of advice to enterprises on capital structure, industrial strategy and related matters as well as services relating to mergers and takeovers;
" 4. Investment research and financial analysis or any other form of general recommendation on financial instrument transactions;
" 5. Services related to the on-farm;
" 6. Foreign exchange services when they are related to the provision of investment services;
" 7. Services and activities that are assimilated to investment services or related services, relating to the underlying element of the financial instruments to which the list is fixed by decree, where they relate to the provision of services Investment or related services." ;
2 ° A l' article L. 321-3, after the words: " The services' shall be inserted words: ' And activities " ;
3 ° After Article L. 322-4, are inserted Articles L. 322-5 to L. 322-10, thus written:
" Art. L. 322-5. -The holding companies referred to in Article L. 532-9, which provide investment services referred to in Article L. 321-1 or register in nominal form the shares or shares of investment organisations They manage, adhere to a guarantee mechanism distinct from the one mentioned in Article L. 322-1.
" The purpose of this mechanism is to compensate investors in the event of the unavailability of the financial instruments or the deposits of cash held in violation of Article L. 533-21, in respect of the activities referred to in the first subparagraph, under conditions and Limits set by the order provided for in Article L. 322-9.
" Persons excluded from compensation by Article L. 312-4.
cannot benefit from this mechanism. Art. L. 322-6. -Subject to the provisions of Articles L. 322-7 to L. 322-10, the deposit guarantee fund shall manage the investor guarantee mechanism established by Article L. 322-5. Articles L. 312-5, L. 312-6, L. 312-9 to L. 312-15, L. 312-17 and L. 312-18 apply to this mechanism. For the purposes of these Articles, the Financial Markets Authority shall be substituted for the Banking Commission and the holding companies shall be substituted for credit institutions or investment
. Art. L. 322-7. -The holding management companies adhering to the guarantee mechanism referred to in Article L. 322-5 provide the financial resources necessary for the performance of its tasks. The guarantee fund may also issue association certificates, nominative and non-negotiable, which are subscribed by the holding company management companies upon accession. Subject to the following provisions, Articles II and IV of Article L. 312-7 shall apply to this mechanism. These association certificates are refundable only in the event that the approval of the member is withdrawn.
" Art. L. 322-8. Article L. 621-15. - Any member who fails to pay the guarantee fund shall be liable to the penalties provided for in Article L. 621-15 and penalties for late payment directly to the guarantee fund in accordance with the rules laid down in the rules of procedure Of this one.
" Art. L. 322-9. -An order of the Minister responsible for the economy, taken on the basis of the assent of the Autorité des marchés financiers, determines in particular:
" 1. The indemnification limit, the terms and time limits for indemnification and the rules on customer information;
" 2. The characteristics of the association certificates, as well as the conditions of their remuneration and their repayment in the event of the withdrawal of the approval of their subscriber, after charging, where applicable, the losses incurred by the fund;
" 3. The total amount of the annual contributions payable by the members and the formula for the allocation of these annual contributions, the base of which consists of the value of the deposits and the shares or shares of collective investment undertakings which are Covered by the guarantee pursuant to Article L. 322-5 weighted by the contributions already paid and by indicators of the financial situation of each of the portfolio management companies concerned, reflecting the risks Objectives that the adherent runs the fund;
" 4. The conditions under which part of such contributions may not be paid to the guarantee fund by the provision of appropriate guarantees;
" 5. The amount of the minimum contribution of each of the holding management companies to the guarantee mechanism referred to in Article L. 322-5.
" Art. L. 322-10. -A member representing the members of the guarantee mechanism referred to in Article L. 322-5 shall participate with deliberative vote on the supervisory board of the deposit guarantee fund, except where the latter makes decisions concerning the guarantee Deposits, the investor guarantee referred to in Article L. 322-1 or the guarantee of bonds. In this case, the financial contributions used in the counting of votes pursuant to Article L. 312-11 shall be those made under Article L. 322-7. The order of the Minister responsible for the economy referred to in Article L. 322-9 shall determine the terms and conditions of appointment of that representative and the duration of his term of
. This representative is subject to the disability set out in Article L. 500-1. "
4 ° After the second subparagraph of I of Article L. 330-1, two sub-paragraphs read as follows:
" The access of credit institutions and investment firms having their registered office or, in the absence of a head office, their actual direction in another Member State of the European Community or another State Party to the Agreement on Space European Economic Community shall be subject to the same non-discriminatory, transparent and objective criteria as those applicable to participants having their registered office in France
A system for the settlement and delivery of financial instruments may refuse, for legitimate business reasons, access to a credit institution or an investment firm having their registered office or, in the absence of a registered office, their Effective direction in another Member State of the European Community or another State Party to the Agreement on the European Economic Area. "
5 ° After Article L. 341-7, an article L. 341-7-1 reads as follows:
" Art. L. 341-7-1. -The file referred to in Article L. 341-7 also lists the related agents referred to in Article L. 545-1. "
Book IV of the same code is thus amended:
1 ° The title of Title II is replaced by the following title: Title II: Platforms for negotiation " ;
2 ° Chapter I of Title II is replaced by the following:
"Chapter I
" French Regulated Markets
"Section 1
" Definition of the regulated market and the market enterprise
" Art. L. 421-1. -A regulated financial instrument market is a multilateral system that ensures or facilitates the meeting, within and under non-discretionary rules, of multiple buyer and seller interests expressed by third parties on instruments Financial instruments, in a manner which leads to the conclusion of contracts for the financial instruments admitted to the negotiation within the framework of the rules and systems of this market, and which works regularly in accordance with its provisions Applicable.
" Art. L. 421-2. -A regulated market is managed by a market undertaking. This is in the form of a commercial company. Where the market undertaking operates a regulated market governed by the provisions of this Code, its head office and effective management shall be established in the territory of metropolitan France or the overseas departments. The market undertaking must comply at all times with the laws and regulations applicable to
. The market undertaking shall carry out the acts relating to the organisation and operation of each regulated market it manages. It shall ensure that each regulated market it manages continuously fulfils the requirements applicable to it.
" Art. L. 421-3. -The Autorité des marchés financiers may appoint a representative to the market undertaking, to which all the powers of administration, direction and representation of the legal person are
. Such designation shall be made at the request of the leaders when they consider that they are no longer in a position to exercise their functions normally or at the initiative of the Autorité des marchés financiers when the management of a regulated market or Multilateral trading system can no longer be secured under conditions ensuring its proper functioning.
" Where justified by special circumstances, the Autorité des marchés financiers may appoint an agent on an interim basis without any adversarial procedure. This measure is confirmed following an adversarial procedure within a time limit laid down by decree in the Council of State. It can be raised at any time.
" A decree specifies the conditions for the application of this article as necessary.
"Section 2
" Discovering, reviewing, and removing
from the quality of the market Regulated
" Art. L. 421-4. -Recognition of the regulated market quality of financial instruments shall be decided by order of the Minister responsible for the economy on a proposal from the Autorité des marchés
. The Autorité des marchés financiers shall consult the Banking Commission on the measures provided for by the market undertaking in order to comply with the obligations mentioned in paragraphs 2 and 4 of I and II of Article L. 421-11. The General Regulation of the Autorité des marchés financiers shall determine the conditions under which it approves the programme of activity and proposes the recognition of the regulated
. The Autorité des marchés financiers proposes, in the same manner, the revision of the recognition of the regulated market quality when it appears to it that the conditions to which the original proposal has been subjected are no longer Filled.
" Art. L. 421-5. -On a proposal from the Autorité des marchés financiers, the Minister responsible for the economy may withdraw recognition to a regulated market in one of the following cases:
" 1. The contract company does not use it within 12 months, if it expressly waives it or if the market has ceased to function for six months;
" 2. The market company obtained it by false statements or by any other irregular means;
" 3. The regulated market no longer meets the conditions under which recognition was made;
" 4. The market undertaking has seriously and repeatedly infringed the provisions applicable to
. Art. L. 421-6. -Regulated markets operating regularly on 1 November 2007 are recognised as regulated markets within the meaning of Article L. 421-1.
" Section 3
"Operating conditions for regulated
markets and market enterprises
" Subsection 1
" Obligations of
executives and market shareholders
" Art. L. 421-7. -The Autorité des marchés financiers (Autorité des marchés financiers) shall ensure that the persons who effectively run a market undertaking possess the necessary good repute and experience to ensure sound and prudent management of the market. To this end, the market undertaking shall, in advance, inform the Autorité des marchés financiers of the identity of these persons and of any changes affecting them. The Autorité des marchés financiers shall approve their designation under the terms and conditions laid down in its general regulation.
" Art. L. 421-8. -The members of the administrative, management and supervisory bodies, the executives, employees and employees of the market undertakings shall be bound by professional
. Art. L. 421-9. -I.-Persons who are able to exercise directly or indirectly a significant influence on the management of a regulated market must present qualities that ensure the sound and prudent management of this market
Any person who possesses, directly or indirectly, alone or in concert, a fraction of the capital or voting rights of a market undertaking representing more than one tenth, the fifth, the third, half or two thirds is Be required to inform the market undertaking, under the conditions and in accordance with the arrangements laid down by decree. The market company transmits the information to the Autorité des marchés financiers and makes it public.
" In the event of a breach of the declarative obligation provided for in the second subparagraph, and without prejudice to the provisions of Article L. 233-14 of the Commercial Code, the Autorité des marchés financiers or any shareholder may ask the judge to suspend, up to Regularisation of the situation, the exercise of voting rights attached to the shares of the market undertaking which have not been regularly reported
II. -Any shareholder who has direct or indirect control of a market undertaking must obtain prior authorisation from the Minister responsible for the economy on a proposal from the Autorité des marchés financiers, which verifies the absence of Objective and demonstrable reasons to consider that such a change of control could jeopardize the sound and prudent management of the regulated market.
" Subsection 2
"Market Enterprise Bonds
" Art. L. 421-10. -With a view to the recognition of the regulated market, the market undertaking shall establish the rules of the market. These rules, which are transparent and non-discretionary, ensure a fair and orderly negotiation and set objective criteria for the effective enforcement of orders. They shall also lay down the conditions for admission of members of the market in accordance with the provisions of Article L. 421-17
In particular, they shall determine the conditions for market access and admission to the negotiations of financial instruments, the arrangements for the organisation of transactions, the conditions for the suspension of negotiations of one or more instruments The provisions relating to the registration and advertising of negotiations.
" These rules shall be approved by the Autorité des marchés financiers, which verifies their compliance with the applicable laws and regulations and their proportionality to the objectives pursued.
" Proposals for amendments to these rules shall be notified to the Autorité des marchés financiers, which shall approve them, within a time limit fixed by its general regulation, after having carried out the checks provided for in the preceding
. The market rules shall be published by the market undertaking in accordance with the conditions laid down in the General Regulation of the Autorité des marchés
. Art. L. 421-11. -I.-The market undertaking shall take the necessary steps to:
" 1. Detect, prevent and manage the potentially harmful effects, for the proper functioning of the regulated market or for market members, of any conflict of interest between the requirements for the proper functioning of the regulated market that it manages and Its own interests or those of its shareholders;
" 2. Permanently lay down means, an organisation and appropriate monitoring procedures to identify significant risks which may jeopardise the proper functioning of the regulated market it manages and take action Appropriate to mitigate these risks;
" 3. Adopt rules of ethics applicable to members of the administrative, management and supervisory bodies, managers, employees and servants and verify compliance with them;
" 4. Ensure the proper functioning of the technical negotiating systems, including emergency procedures for dealing with possible malfunctions;
" 5. Implement mechanisms to facilitate the efficient and timely resolution of transactions within their systems.
" II. -The market undertaking shall be required, at the time of the recognition of the regulated market and on an ongoing basis, to have sufficient financial resources to enable the market to function
. III. -The General Regulation of the Autorité des marchés financiers shall determine the rules concerning 1, 3 and 5 of I. An order of the Minister responsible for the economy, taken in accordance with Article L. 611-3, shall determine the rules concerning the 2 and 4 of the I and the II.
" The Financial Markets Authority shall ensure the proper application of the provisions of I and II under the conditions laid down in Article L. 621-9. For the rules relating to 2 and 4 of the I and II, it shall be based on the checks carried out by the Banking Commission in accordance with the conditions laid down for the persons referred to in Article L. 613-2 and the following
. Art. L. 421-12. -The market undertaking shall establish and maintain provisions and procedures in order to ensure that market members comply with the rules of the regulated market and in order to monitor the smooth conduct of transactions carried out on the market. It shall monitor the transactions carried out by the members of the market in that market, with a view to detecting any breach of those rules, any conditions of negotiation which may disturb the good order of the market or any conduct potentially Revealing of course manipulation, false information dissemination, or insider trading.
" The market undertaking shall notify the Financial Markets Authority of any significant failure to comply with the provisions of the General Regulation of the Autorité des marchés financiers and the rules of the market or any conditions of negotiation which may disturb the Good market order that could result in any of the deficiencies referred to in the first paragraph.
" It shall promptly inform the Commission of the relevant information on investigations and prosecutions concerning such breaches in the regulated market. It shall provide it with all necessary assistance to investigate and prosecute infringements of the regulated market or through its systems
The General Regulation of the Autorité des marchés financiers shall determine the terms and conditions for the application of this
. Art. L. 421-13. -Any market undertaking which operates a regulated market referred to in Article L. 421-1, which operates without requiring the actual presence of natural persons, shall communicate to the Autorité des marchés financiers the names of the Member States of the Community Or other States Parties to the Agreement on the European Economic Area in which it intends to provide means of access to this market. The Autorité des marchés financiers shall communicate this information to the competent authority of the State concerned
At the request of the competent authority of the host State of the regulated market and within a reasonable period of time, the Financial Markets Authority shall communicate the identity of the members of the regulated market established in that State.
" Section 4
"Admission to Negotiations,
Suspension and Deregistration of Financial Instruments
" Art. L. 421-14. -I.-The admission of financial instruments to negotiations on a regulated market shall be decided by the market undertaking, in accordance with the rules of the relevant
. These rules ensure that any financial instrument admitted to negotiations on a regulated market is subject to fair, orderly and efficient negotiation and, in the case of the instruments mentioned in 1 and 2 of the Article L. 211-1, to be negotiated freely.
" II. -The express agreement of the issuer is required in the case of the instruments mentioned in 1 and 2 of the I of Article L. 211-1 which are not already admitted to negotiations on another regulated market of a Member State of the European Community or another Member State State Party to the Agreement on the European Economic
. Where a financial instrument referred to in 1 or 2 of Article L. 211-1 is already admitted to negotiations on a regulated market of a Member State of the European Community or of another State Party to the Agreement on the European Economic Area With the consent of the issuer, it may be admitted to negotiations on a regulated market without the consent of the issuer. In this case, the market undertaking shall inform the issuer, which shall not be required to provide information to the market undertaking.
" III. -Market rules must ensure that the characteristics of the term financial instruments allow for orderly negotiation and, where appropriate, efficient delivery of the underlying
. IV. -The market undertaking is required to set up procedures in order to verify that the issuers whose shares are admitted to the negotiations comply with the provisions applicable to them and facilitate access by the members of the market to the Information that these transmitters make public. The General Regulation of the Financial Markets Authority shall specify the conditions for the application of this IV
Art. L. 421-15. -I.-After informing the issuer, the market undertaking may suspend, for a fixed period of time and within the framework of the rules of the regulated market it manages, the negotiation of a financial instrument admitted to the negotiations in that market, Where a financial instrument or the conditions of its negotiation no longer comply with the rules of the regulated market, unless such a measure is likely to significantly prejudice the interests of investors or endanger the Orderly functioning of the market.
" The suspension of the negotiation of a financial instrument may be required from the market undertaking, by the President of the Autorité des marchés financiers or his legally designated representative.
" The issuer of a financial instrument admitted to a regulated market may apply to the market undertaking for the suspension of this instrument in order to enable the public to be informed in satisfactory
. II. -Deregistration of a financial instrument may be decided by the market undertaking when it no longer fulfils the conditions for admission laid down by the rules of the market, unless such a measure is likely to cause significant damage to the Investor interest or compromise the orderly functioning of the market.
" Cancellation may also be required from the market undertaking by the President of the Autorité des marchés financiers.
" III. -Decisions on the admission, suspension or cancellation of a financial instrument of the negotiations shall be made public by the person who has taken them, subject to the conditions laid down in the General Regulation of the Autorité des marchés financiers. When a suspension or cancellation decision is taken by the market undertaking, it shall inform the Autorité des marchés financiers.
" IV. -As soon as the Autorité des marchés financiers is informed of the decision of a competent authority of another Member State of the European Community or of another State Party to the agreement on the European Economic Area to request the suspension or Removal of a financial instrument from the negotiations on a regulated market, its President shall require the suspension or cancellation of that instrument, unless such a decision is likely to affect the interests of investors or the Orderly functioning of the market.
" Art. L. 421-16. -When an exceptional event disrupts the regular functioning of a regulated market, the President of the Financial Markets Authority or his legally appointed representative may suspend all or part of the negotiations for a period of time. Not exceeding two days of consecutive negotiations. Beyond that period, the suspension shall be imposed by order of the Minister responsible for the economy taken on the proposal of the President of the Autorité des marchés financiers. These decisions are made public.
" If the suspension in a regulated market lasted more than two days of consecutive negotiations, the transactions in progress at the time of suspension may be offset and liquidated under conditions defined by the market rules.
"Section 5
" Members of a regulated market
" Art. L. 421-17. -The rules of the market shall lay down, in an objective, transparent and non-discriminatory manner, the conditions for admission of members of the market
Without prejudice to Article L. 531-10, regulated markets may admit as members, in addition to investment service providers, persons who:
" (a) Provide guarantees of good repute and competence in financial matters;
" (b) Justify adequate capacity for negotiation;
" (c) Have an appropriate organization, if any;
" (d) And hold sufficient resources to meet their obligations, taking into account the financial mechanisms, if any, put in place by the market company in order to guarantee the outcome of transactions
Members of the market are not required to respect each other's obligations under Articles L. 533-11 to L. 533-16, L. 533-18 and L. 533-19 in respect of transactions concluded in the regulated
. Market rules must authorise the direct or distant admission of investment service providers approved in another Member State of the European Community or in another State Party to the Agreement on the Economic Area European.
" The market undertaking shall regularly communicate the list of regulated market members to the Autorité des marchés financiers.
" The General Regulation of the Autorité des marchés financiers shall lay down the conditions for the application of this Article and shall specify in particular the delegations of the members of the market. Without prejudice to the powers recognised at the Banque de France by the II of Article L. 141-4, the general regulation lays down the conditions under which the market undertaking may restrict the choice of settlement and delivery systems Financial instruments by market members.
" Art. L. 421-18. -Admission and maintenance as a member of a regulated market, given by the market undertaking organising the transactions in that market, shall be subject to compliance with the rules of that market.
" The relations between a market undertaking and the members of the regulated market it manages are contractual in
. Art. L. 421-19. -Market companies cannot limit the number of service providers on the market for which they are responsible.
" The Autorité des marchés financiers shall ensure that market enterprises adapt, as necessary, their technical capacity to the access requests they are subjected to.
" Art. L. 421-20. -Providers of investment services approved in a Member State of the European Community or in a State Party to the agreement on the European Economic Area other than France for the execution of orders on behalf of third parties or Own account trading may become members of a regulated market referred to in Article L. 421-1:
" A) either directly, by establishing a branch in the territory of metropolitan France or overseas departments;
" B) By becoming a remote member of this market.
"Section 6
" Transparency requirements before and after negotiation
" Art. L. 421-21. -I.-The market undertaking publishes the prices on the purchase and sale and the number of corresponding financial instruments, displayed by its systems for the shares admitted to the negotiations on the regulated market it manages.
" This information shall be made available to the public on reasonable commercial terms and on an ongoing basis during normal trading hours.
" The market undertaking may grant to investment service providers who are required to publish their prices in respect of shares in accordance with Article L. 425-2 access, on reasonable commercial terms and on a basis Non-discriminatory, to the devices it uses to make public the information referred to in the first paragraph.
" The General Regulation of the Financial Markets Authority shall specify the conditions under which the provisions of this Article may be derogated from, in particular according to the market model, the type or size of the orders
II. -The General Regulation of the Autorité des marchés financiers may also determine the information to be made available to the public concerning financial instruments other than those mentioned in the first paragraph
Art. L. 421-22. -I.-The market undertaking shall publish the price, volume and time of transactions carried out in respect of shares admitted to the negotiations on the regulated market it manages
These transactions are made public on reasonable commercial terms and, to the extent possible, immediately.
" The market undertaking may grant to investment service providers who are required to publish details of their transactions in shares in accordance with Article L. 533-24, on reasonable commercial terms and on a non-profit basis. Discriminatory, access to the devices it uses to make public the information referred to in the first paragraph
II. -The General Regulation of the Autorité des marchés financiers specifies the conditions under which the publication of transactions can be deferred according to their type or size.
" The General Regulation of the Autorité des marchés financiers may also determine the information to be made available to the public concerning financial instruments other than those mentioned in the first subparagraph." ;
3 ° Article L. 422-1 is replaced by the following:
" Art. L. 422-1. -I.-Any regulated market of a Member State of the European Community or of another State Party to the Agreement on the European Economic Area which operates without requiring the actual presence of natural persons may offer, in the territory of Metropolitan France and overseas departments, means of access to this market.
" II. -Where the Autorité des marchés financiers has clear and demonstrable reasons to estimate that a regulated market of another Member State of the European Community or of another State Party to the agreement on the European Economic Area which offers Means of access in the territory of metropolitan France and the overseas departments is in breach of its obligations, it shall inform the competent authority of the State of origin of the regulated market.
" If, in spite of the measures taken by the competent authority of the State of origin or because of the inadequate nature of those measures, the regulated market continues to operate in a manner that is clearly prejudicial to the interests of investors or the Orderly functioning of the markets in France, the Autorité des marchés financiers, after having informed the competent authority of the State of origin, takes all appropriate measures required to protect investors or to preserve the right Functioning of markets. In particular, it may prohibit this regulated market from making its means of access available to distant members established in the territory of metropolitan France and the overseas departments. The Financial Markets Authority shall notify its duly substantiated decision to the regulated market concerned. It shall inform the European Commission without delay. ' ;
4 ° Chapter IV of Title II is replaced by Chapters IV to VI so drafted:
"Chapter IV
" Multilateral Trading Systems
"Section 1
" Definition; Operator Approval or Authorization
" Art. L. 424-1. -A multilateral trading system is a system which, without having the quality of a regulated market, ensures the meeting, within and according to non-discretionary rules, of multiple buyer and seller interests expressed by third parties on Financial instruments so as to conclude transactions on these instruments.
" It may be managed by an approved investment service provider to provide the investment service referred to in Article L. 321-1 or, under the conditions laid down in the General Regulation of the Autorité des marchés financiers, by a Market undertaking authorised for that purpose by that authority. Article L. 421-11 is applicable to market undertakings managing a multilateral trading system.
"Section 2
" Operating conditions
" Art. L. 424-2. -The rules of the multilateral trading system are established by the person who manages it. These rules, both transparent and non-discretionary, ensure a fair and orderly negotiation process and set objective criteria for effective execution of orders.
" The rules of the system, as well as their amendments, shall be transmitted to the Autorité des marchés financiers before their implementation. The Autorité des marchés financiers may object to their implementation if it considers that these rules are not compatible with the provisions of this
. The General Regulation of the Autorité des marchés financiers sets out the conditions under which the rules of the system are published by the person managing it.
" The provisions of Articles L. 533-11 to L. 533-14, L. 533-20 and L. 533-22 shall not apply, in connection with the use of a multilateral trading system, or in the relations between members of the system or between those members and The person who manages the system.
" The General Regulation of the Financial Markets Authority shall specify the conditions for the application of this Article, in particular the information to be provided to the public or members of the system by persons managing a multilateral system of Negotiation.
" The person managing a multilateral trading system shall make any provision for the effective resolution of transactions on that system.
" Art. L. 424-3. -The person managing a multilateral trading system makes any useful provision to ensure that the members of the system comply with the rules and monitor the smooth running of transactions on the system.
" It controls the transactions carried out by its members within the framework of the system in order to detect breaches of these rules and any conditions of negotiation which may disturb the good order of the market or any conduct potentially Revealing of course manipulation, false information dissemination, or insider trading.
" It shall inform the Autorité des marchés financiers of the material breach of its rules, of any conditions of negotiation which may disturb the good order of the market or of any conduct potentially indicative of one of the shortcomings mentioned in the The first subparagraph and shall inform it without delay of the relevant information in order to investigate these shortcomings. It provides the Financial Markets Authority with the necessary assistance to investigate and prosecute errors by using these systems.
" Art. L. 424-4. -Any person who manages in metropolitan France or in the overseas departments a multilateral system of negotiation, which works without requiring the effective presence of natural persons, communicates to the Autorité des marchés financiers the Name of the Member States of the European Community or of the other States Parties to the Agreement on the European Economic Area in which it intends to provide means of access to its system. The Autorité des marchés financiers shall communicate this information to the competent authority of the State concerned
At the request of the competent authority of the host State of the multilateral negotiating system and within a reasonable period of time, the Financial Markets Authority shall communicate the identity of the members of the multilateral trading system established in this Status.
"Section 3
" Intake, suspend, and remove
of financial instruments
" Art. L. 424-5. -I.-The admission of a financial instrument to the negotiations on a multilateral negotiation system is decided by the person managing the system.
" The rules of the system establish transparent criteria for the admission of financial instruments to the negotiations
Where a financial instrument referred to in 1 or 2 of the I of Article L. 211-1, admitted to negotiations on a regulated market, is also negotiated on a multilateral trading system without the consent of the issuer, it shall not be subject to No financial reporting requirements for the person managing this system.
" II. -The President of the Financial Markets Authority or his legally appointed representative may request the suspension or cancellation of a financial instrument negotiated on a multilateral trading system.
" Section 4
"Member System
" Art. L. 424-6. -The rules of the multilateral negotiating system lay down the conditions for the admission of members of the system, in a transparent manner and on the basis of objective
. The provisions of the second to sixth paragraphs of Article L. 421-17 shall apply to members of multilateral trading
. At the request of the Autorité des marchés financiers, the person who manages a multilateral trading system communicates the list of members to it.
" Section 5
"Transparency requirements before and after negotiation
" Art. L. 424-7. -I.-The person managing a multilateral trading system publishes the prices on the purchase and sale as well as the number of corresponding financial instruments, displayed by its systems for the shares admitted to the negotiations on a market Regulated.
" This information shall be made available to the public on reasonable commercial terms and on an ongoing basis during normal trading hours.
" The General Regulation of the Financial Markets Authority shall specify the conditions under which the provisions of this Article may be derogated
. II. -The General Regulation of the Autorité des marchés financiers may also determine the information to be made available to the public concerning financial instruments other than those mentioned in the first paragraph
Art. L. 424-8. -I.-The person managing a multilateral trading system shall publish the price, volume and time of transactions carried out in respect of shares admitted to the negotiations on a regulated
. These transactions are made public on reasonable commercial terms and, to the extent possible, immediately.
" The first subparagraph shall not apply where the transactions concerned are made public within the framework of the systems of a regulated
. The General Regulation of the Autorité des marchés financiers specifies the conditions under which publication of transactions may be deferred.
" II. -The General Regulation of the Autorité des marchés financiers may also determine the information to be made available to the public concerning financial instruments other than those mentioned in the first subparagraph.
"Section 6
" European Multilateral Trading Systems
" Art. L. 424-9. -Any multilateral system for the negotiation of another Member State of the European Community or of another State Party to the Agreement on the European Economic Area which operates without requiring the actual presence of natural persons may offer, on The territory of metropolitan France and the overseas departments, the means of access to this system.
" Art. L. 424-10. -The Autorité des marchés financiers has in respect of the multilateral trading systems of another Member State of the European Community or of another State Party to the Agreement on the European Economic Area of the same powers as those which Vests in the II of Article L. 422-1 for regulated markets.
"Section 7
" Transitional Provisions
" Art. L. 424-11. -Any system existing as of 1 November 2007 falling within the definition of a multilateral trading system, managed by a market undertaking, shall be deemed to be authorised, provided that it complies with the provisions of this Code and the General Regulation of the Autorité des marchés financiers and that the market undertaking shall apply to the Autorité des marchés financiers no later than 30 April 2009.
" Chapter V
"System internalizers
" Art. L. 425-1. -A systematic internalizer is a provider of investment services which, in an organised, frequent and systematic way, negotiates for own account by executing the orders of its customers outside a regulated market or system Multilateral negotiation.
" Art. L. 425-2. -Systematic internalisers publish a firm price in respect of the shares admitted to the negotiations on a regulated market for which they have decided to fulfil this function and for which there is a liquid market. For actions for which there is no liquid market, systematic internalisers communicate prices to their customers upon request.
" The obligation laid down in the first subparagraph shall apply to systematic internalisers who carry out transactions which do not exceed the standard market size. Systematic internalisers who perform only transactions greater than the standard market size are not subject to the provisions of this Article.
" The General Regulation of the Financial Markets Authority shall specify the procedures for the application of this Article, as well as the conditions under which systematic internalisers execute orders of their customers and give access to their clients Price.
" Art. L. 425-3. -The President of the Financial Markets Authority or his legally designated representative may require the suspension of the activity of a systematic internalizer on one or more actions.
" Art. L. 425-4. -Providers of investment services who carry out the activity of systematic internalising shall inform the Autorité des marchés financiers without delay, for each action admitted to trading on a regulated market.
"Chapter VI
" Intent, Commerce and Transportation of Gold
" Art. L. 426-1. -The detention, transport and trade of gold are free on French territory." ;
5 ° A l' article L. 432-20, the words: To Article L. 211-1 " Are replaced by the words: " Article L. 211-1 of Article L. 211-1 " ;
6 ° The title of Title IV is replaced by the following title: Title IV: The clearing houses " ;
7 ° Chapter II of Title IV is deleted and Chapter I of Title IV becomes the single chapter. The heading of the single chapter shall be replaced by the following title: Single Chapter: Clearing Houses " ;
8 ° Articles L. 441-1 and L. 441-3 are repealed;
9 ° Articles L. 442-1 and L. 442-2 become Articles L. 440-1 and L. 440-2;
10 ° In the second subparagraph of Article L. 440-1, the reference to Article L. 442-2 is replaced by the Reference to Article L. 440-2;
11 ° Article L. 440-2 is thus amended:
a) In 1, the words: Established in France " Are replaced by the words: " Having their registered office in a Member State of the European Community or in another State Party to the Agreement on the European Economic Area " ;
(b) In 2, words: " Established in France " Are replaced by the words: " Having their registered office in a Member State of the European Community or in another State Party to the Agreement on the European Economic Area " ;
c) 4 is replaced by the following:
" 4. Legal persons having their registered office in metropolitan France or in the overseas departments whose main or sole purpose is the clearing of financial instruments " ;
(d) In the first paragraph of 5, the words " , investment undertakings and legal persons having as their principal or sole purpose the activity of clearing financial instruments, which are not established in France " Are replaced by the words: " And investment firms, which have their registered office in a State which is neither a member of the European Community nor a party to the Agreement on the European Economic Area, as well as legal persons having primary or sole purpose The activity of clearing financial instruments which are not established in the territory of metropolitan France or the overseas departments. ' ;
e) The second paragraph of 5 is replaced by the following:
" The bodies referred to in 1 to 4 shall be subject, in respect of their financial instrument clearing activities, to the legislative and regulatory obligations and to the control and sanction rules laid down in this Code for the benefit of Investment services. The legal persons referred to in 3 and 4 shall be subject to the authorisation rules laid down in this Code for investment undertakings. The legal persons mentioned in 1 and 2 who have their headquarters in metropolitan France or in the overseas departments and who wish to compensate the transactions of other members of a regulated market or of a multilateral system of "Negotiation shall be the subject of a clearance granted in the context of their credit establishment or investment business approval." ;
(f) After the last paragraph, two sub-paragraphs are added:
" Access by credit institutions and investment firms having their registered office in a Member State of the European Community or in another State Party to the agreement on the European Economic Area other than France shall be subject to the Same non-discriminatory, transparent and objective criteria that apply to members having their registered office in France.
" A clearing house may refuse, for legitimate business reasons, access to a credit institution or an investment firm having its registered office in a Member State of the European Community or in another State Party to the agreement on the European Economic Area other than France." ;
12 ° After Article L. 440-2, an Article L. 440-3 reads as follows:
" Art. L. 440-3. -The Autorité des marchés financiers may prohibit the use, by a market undertaking or a person managing a multilateral trading system, of a clearing house or a system for the settlement and delivery of financial instruments Of another Member State of the European Community or of another State Party to the Agreement on the European Economic Area, where such prohibition is necessary to preserve the orderly functioning of the regulated market or the multilateral system of Negotiation concerned.
" The Financial Markets Authority shall take account of the supervision exercised over these clearing houses or on these settlement and delivery systems by other competent authorities." ;
13 ° Articles L. 442-3 to L. 442-9 become Articles L. 440-4 to L. 440-10;
14 ° The second sentence of Article L. 440-5 is deleted;
15 ° In the second subparagraph of Article L. 440-8, the reference to Article L. 442-6 is replaced By reference to Article L. 440-7;
16 ° Article L. 462-1 is repealed;
17 ° Article L. 464-2 is replaced by the following:
" Art. L. 464-2. -penalties under Article 226-13 of the Penal Code shall be punished for members of the administrative, management and supervisory bodies, managers, employees and agents of the market undertakings to violate professional secrecy Set up in Article L. 421-8, subject to the provisions of Article 226-14 of the Criminal Code. "
Book V of the same code is modified:
1 ° Article L. 531-2 is replaced by the following provisions:
" Art. L. 531-2. -may provide investment services within the limits of the legislative provisions which, where appropriate, govern them, without being subject to the authorisation procedure laid down in Article L. 532-1 but without being able to claim the benefit of the Provisions of Articles L. 532-16 to L. 532-27:
" 1 ° (a) The State, the Public Debt Fund and the Social Debt Fund;
(b) Banque de France;
" (c) The Overseas Departments Issuing Institute and the Overseas Institute:
" 2 ° (a) Insurance and reinsurance undertakings governed by the Insurance Code;
" (b) The collective investment undertakings referred to in Article L. 214-1, as well as the companies responsible for the management of the collective investment organisations referred to in Articles 2, 3 and 4 of Article L. 214-1;
" (c) The occupational pension institutions referred to in Article L. 370-1 of the Insurance Code for their operations referred to in Article L. 370-2 of the same Code, as well as legal persons administering a retirement institution Professional mentioned in Article 8 of Ordinance No. 2006-344 of 23 March 2006 on supplementary occupational pensions;
" (d) Persons who provide investment services only to the legal persons who control them, to those who control them, and to those who control them themselves. For the purposes of this d, the concept of control means direct or indirect control within the meaning of Article L. 233-3 of the trade code;
" (e) Companies whose investment services activities are limited to the management of a payroll system;
" (f) Companies whose activities are limited to those mentioned in the above;
" (g) Persons providing advice in investment or receiving and transmitting orders on behalf of third parties, in an ancillary manner and in the context of a non-financial professional activity or an activity A public accountant, in so far as it is governed by legislative or regulatory provisions or by a code of conduct approved by a public authority that does not formally prohibit it;
" (h) Persons whose activity is governed by Chapter I of Title IV of Book III, provided that they are empowered, in accordance with Article L. 341-4, by persons entitled to provide the same investment services;
" (i) Persons who do not provide any other investment services except negotiation on their own account, unless they are market-makers or negotiate for their own account in an organised, frequent and systematic manner in Outside a regulated market or multilateral trading system, by providing an accessible service to third parties in order to enter into negotiations with them. For the purposes of this paragraph, a market content is a person who is present on a continuous basis in the financial markets to negotiate for his own account and who is a buyer and seller of financial instruments by engaging his own Capital, at prices set by it;
" (j) Persons negotiating financial instruments on their own account or providing investment services relating to futures contracts on goods or other futures contracts, specified by decree, to customers of their business Provided that those benefits are ancillary to their principal activity, where that main activity is apprehended at the level of the group within the meaning of Article L. 511-20, and that it does not consist in the provision of services Investment or in the conduct of bank operations;
" (k) Financial investment advisors, under the conditions and limitations set out in Chapter I of Title IV;
" (l) Persons, other than financial investment advisors, providing advice on investment in the course of another professional activity not covered by this Title, provided that the Provision of such advice is not specifically remunerated;
" (m) Persons whose principal activity is to negotiate on their own account of goods or derivatives on goods. This exception does not apply where the person negotiating for own account of the goods or derivatives on goods is part of a group within the meaning of Article L. 511-20 of Article L. 511-20, whose main activity is Provision of investment services or bank operations;
" (n) Companies whose investment services consist exclusively of negotiating for their own account in markets of financial instruments in the long term, or in cash markets for the sole purpose of covering market positions Derivatives, or who negotiate or provide price formation on behalf of other members of these markets, and which are covered by the guarantee of an adherent of a clearing house, where the responsibility for the contracts concluded by those Enterprises shall be assumed by a member of a clearing house." ;
2 ° Article L. 531-3 is repealed;
3 ° In the first paragraph of Article L. 531-6, the words: And the Autorité des marchés financiers " Deleted;
4 ° A l' article L. 531-7, the words: " In Article L. 321-1 " Are replaced by the words: " Articles L. 321-1 and L. 321-2 " ;
5 ° A l' article L. 531-9, the words: Articles L. 531-5, L. 531-6 and L. 531-7 " Are replaced by the words: " Articles L. 531-5 and L. 531-6 " ;
6 ° Article L. 531-10 is replaced by the following:
" Art. L. 531-10. -Subject to the provisions of Article L. 531-2, no person other than an investment service provider or a person referred to in Article L. 532-18 or Article L. 532-18-1 shall provide services to third parties Investment, as the usual occupation." ;
7 ° A l' article L. 532-1:
a) The second paragraph is replaced by the following:
" Prior to the issuance of an approval for the services referred to in Articles 4 or 5 of Article L. 321-1, investment firms and credit institutions shall obtain the approval of the Autorité des marchés financiers Programme of activity, under the conditions laid down in Article L. 532-4. ' ;
(b) In the third paragraph, the words: " This service " Are replaced by the words: " The service referred to in 4 of Article L. 321-1 " ;
8 ° A l' article L. 532-2:
a) In 1, the words: " Its central administration " Are replaced by the words: " Its effective management " ;
(b) 4, 5 and 6 are replaced by the following:
" 4. Is effectively managed by at least two people with the necessary good repute and experience in their function, in order to ensure sound and prudent management. An order of the Minister responsible for the economy taken in accordance with Article L. 611-3 lays down the conditions under which an investment firm may, by way of derogation, be effectively ruled by a single person. It specifies the measures that must be taken to ensure the sound and prudent management of the undertaking concerned;
" 5. Dispose of an activity programme for each of the services it intends to carry out, which specifies the conditions under which it intends to provide the investment services concerned and indicates the type of operation envisaged and the structure of the Its organization;
" 6. Adheres to a security mechanism managed by the Deposits Guarantee Fund in accordance with Articles L. 322-1 and L. 322-4." ;
9 ° A l' article L. 532-3:
(a) 2 is repealed and 3 becomes 2;
(b) In 2 new, the second sentence is deleted;
(c) After the third paragraph, a paragraph is inserted as follows:
" The credit institution must also have acceded to a security mechanism managed by the Deposits Guarantee Fund in accordance with Articles L. 322-1 and L. 322-4." ;
10 ° In the first sentence of article L. 532-4:
a) The words: " The investment service referred to in 4 " Are replaced by the words: " The investment services referred to in 4 or 5 " ;
b) Words: " And competency " Are deleted;
11 ° Article L. 532-5 is replaced by the following:
" Art. L. 532-5. -Providers of investment services authorised to provide, on 1 November 2007, an investment service referred to in Article L. 321-1 shall be exempt from the procedures laid down in Article L. 532-1 for the supply of that service. Benefit from the provisions of Articles L. 532-23 to L. 532-25. ;
12 ° A l' article L. 532-6, after the words: " When it has not been in business for at least six months " Are added the words: " Or if it has obtained the approval by false statements or by any other irregular means " ;
13 ° A l' article L. 532-9:
a) The first paragraph is replaced by the following two paragraphs:
" Portfolio management companies are investment firms that provide, on a principal basis, the investment service referred to in item 4 of Article L. 321-1, or that manage one or more collective investment organizations Referred to in item 1 and 5 of L. 214-1.
" Portfolio management companies shall be approved by the Autorité des marchés financiers." ;
(b) In 1, words: " Its central administration " Are replaced by the words: " Its effective management " ;
c) 4, 5, 6, and 7 are replaced by the following:
" 4. Is effectively managed by at least two people with the necessary good repute and experience in their function, in order to ensure sound and prudent management. The General Regulation of the Autorité des marchés financiers sets out the conditions under which a holding company may, by way of derogation, be effectively ruled by a single person. It specifies the measures that must be taken to ensure the sound and prudent management of the society concerned;
" 5. Dispose of an activity programme for each of the services it intends to carry out, which specifies the conditions under which it intends to provide the investment services concerned and indicates the type of operation envisaged and the structure of the Its organization;
" 6. Addresses a security mechanism managed by the Deposits Guarantee Fund in accordance with Articles L. 322-5 and L. 322-10." ;
e) The last paragraph is replaced by the following:
" Holding companies must comply at all times with the conditions of their approval." ;
14 ° A l' article L. 532-9-1:
(a) In the first paragraph, the words: " Under the conditions laid down by a regulation of the Authority " Are replaced by the words: " Under the conditions laid down in the General Regulation of the Autorité des marchés financiers " ;
(b) In the third paragraph, the words: " In the penultimate subparagraph " Are replaced by the words: " To the third subparagraph " ;
15 ° In the second sentence of the first paragraph of Article L. 532-10, after the words: Or when it has not been in business for at least six months " Are added the words: " , or if it has obtained the authorisation by false statements or by any other irregular means " ;
16 ° The second paragraph of Article L. 532-13 is deleted;
17 ° A l' article L. 532-16:
a) In 2, the words: " And, in the case of a contract, the State in which the head office is situated or, failing that, the effective direction of the body responsible for the transactions " Are deleted and the following sentence is added: " For a regulated market, the term "State of origin means the Member State in which the regulated market is recognised or, if, in accordance with its national law, it has no registered office, the Member State in which its effective management is situated." ;
(b) At 3, after the words: " Or of the freedom to provide service ", are added the words:" Or the Member State in which a regulated market in another Member State provides arrangements for members established in that first Member State to have access to its negotiating system at a distance; "
(c) 4 shall be supplemented by a sentence "Written:" All operating premises established in the same Member State by an investment firm whose head office is located in another Member State shall be regarded as a single branch; "
18 ° A l' article L. 532-18:
a) Le The first paragraph is replaced by the following provisions:
" Within the limits of the services which it is authorised to provide in the territory of its State of origin, and on the basis of the approval it has received, any legal or natural person approved to provide investment services may, without prejudice The provisions of Articles L. 511-21 to L. 511-26, to provide investment services and related services in the free provision of services in the territory of metropolitan France and the overseas departments. ' ;
(b) The second paragraph is replaced by the following:
" For the purposes of Articles L. 213-3, L. 421-17 to L. 421-19, L. 431-7, L. 531-10, L. 621-17-2 to L. 621-17-7 and L. 621-18-1, the persons mentioned in the preceding paragraph shall be assimilated to investment service providers." ;
19 ° After Article L. 532-18, Articles L. 532-18-1 and L. 532-18-2 read as follows:
" Art. L. 532-18-1. -Within the limits of the services which it is authorised to provide in the territory of its State of origin, and on the basis of the approval it has received, any legal or natural person approved to provide investment services may, without prejudice The provisions of Articles L. 511-21 to L. 511-28, establish branches to provide investment services and related services in the territory of Metropolitan France and the overseas
. For the purposes of Articles L. 213-3, L. 322-1 to L. 322-10, L. 421-17 to L. 421-19, L. 431-7, L. 432-20, L. 531-10, L. 533-3, L. 621-17-2 to L. 621-17-7 and L. 621-18-1, the persons mentioned in the preceding paragraph are assimilated to providers Investment services.
" Where a provider of investment services having its head office in another Member State employs related agents referred to in Article L. 545-1, established in the territory of metropolitan France and the overseas departments, these Agents are similar to a branch.
" Art. L. 532-18-2. -The provisions of Articles L. 425-2, L. 533-1, L. 533-8, L. 533-9, L. 533-11 to L. 533-16, L. 533-18, L. 533-19, L. 533-24 and L. 632-16 apply to the branches referred to in Article L. 532-18-1 for the services provided on the Territory of metropolitan France and overseas departments." ;
20 ° A l' article L. 532-19:
a) In the first subparagraph, the reference to Article L. 532-18 is replaced by the reference to Article L. 532-18-1 and the words: From him and " Deleted;
(b) The second paragraph is replaced by the following:
" After prior information of the Autorité des marchés financiers, which shall inform the Banking Commission where appropriate, the competent authority of the home Member State of an investment service provider having branches located on the Territory of the Metropolitan France and the overseas departments may, as part of its supervisory tasks, carry out on-the-spot verifications of that branch, directly or through persons whom that authority Mandate specifically for this purpose. The results of these checks shall be communicated to the Autorité des marchés financiers without the rules relating to professional secrecy being opposed. The Financial Markets Authority shall, where appropriate, inform the Banking Committee of the above controls and their results. ' ;
21 ° Article L. 532-20 is replaced by Articles L. 532-20, L. 532-21 and L. 532-21-1 thus written:
" Art. L. 532-20. -The persons referred to in Article L. 532-18-1 shall transmit to the Autorité des marchés financiers, for statistical purposes, periodic reports on the activities of their branch
The Autorité des marchés financiers may require branches referred to in Article L. 532-18-1 to provide it with the information necessary to enable it to verify that they comply with the provisions applicable to them. The territory of Metropolitan France and the overseas departments, for the cases provided for in Article L. 532-18-2. The obligations thus imposed on such branches may not be more stringent than those applicable to the investment service providers referred to in Article L. 531-1.
" Art. L. 532-21. -Where the Banking Commission or the Autorité des marchés financiers has clear and demonstrable reasons to estimate that an investment service provider operating within the framework of the freedom to provide services or with a Branch in the territory of Metropolitan France and the overseas departments is in breach of the legal or regulatory obligations for which the authority of the State of origin is competent, it shall report to that authority.
" If, in spite of the measures taken by the competent authority of the State of origin or because of the inadequate nature of those measures, the investment service provider concerned shall continue to act in a manner that is clearly prejudicial to the interests of the Investors resident or established in France or the orderly functioning of the markets, the Banking Commission or the Autorité des marchés financiers, as the case may be, after having informed the competent authority of the State of origin, shall take all measures Necessary to protect investors and preserve the proper functioning of the markets, including, where appropriate, the prohibition on the provider concerned to continue to provide services in the territory of metropolitan France and of the Overseas departments. The European Commission is informed of the adoption of these measures
Art. L. 532-21-1. -Where the Banking Commission or the Autorité des marchés financiers finds that a provider of investment services having a branch in the territory of metropolitan France or the overseas departments does not respect the Provisions of Articles L. 425-2, L. 533-1, L. 533-8, L. 533-9, L. 533-11 to L. 533-16, L. 533-18, L. 533-19, L. 533-24 and L. 632-16 or the regulations adopted for their application, it requires this provider to end this Irregular situation.
" If the investment service provider concerned does not make the necessary arrangements, the Banking Commission or the Autorité des marchés financiers, as the case may be, shall take all appropriate measures to end this situation Irregular. The nature of these measures shall be communicated to the competent authorities of the State of origin
If, in spite of the measures taken in accordance with the second subparagraph, the investment service provider persists in breach of the laws or regulations referred to in the first subparagraph, the Banking Commission or the Authority Financial markets, as the case may be, may, after having informed the competent authorities of the State of origin, take the appropriate measures to prevent or punish new irregularities and, if necessary, prohibit the provider from continuing to Provide services in the territory of metropolitan France and overseas departments. The Banking Commission or the Autorité des marchés financiers shall give notice of its decision to the provider concerned. It shall inform the European Commission accordingly. "
22 ° A l' article L. 532-22:
a) The reference to Article L. 532-21 and replaced by the reference to Article L. 532-21-1;
b) After the words:" The other member states ", are added the words:"
second, third and fourth subparagraphs of Article L. 532-23 shall be replaced by the following provisions:
" This project and the information provided for in Article L. 533-13 ensuring the protection of the customers of the branch shall be transmitted, within three months of their receipt, to the authority of the host Member State which has been designated as the point of contact Within the meaning of Article 56 (1) of Directive 2004 /39/EC of 21 April 2004, under the conditions and in the manner laid down by the decree in the Council of State provided for in the preceding paragraph. Refusal of transmission may take place only if the Committee of Credit Institutions and Investment Enterprises and the Autorité des marchés financiers establish that the administrative structures or the financial position of the undertaking "Investment or credit institution providing investment services does not allow the establishment of a branch.
" The investment service provider in question is notified of this transmission.
" If the Committee of Credit Institutions and Investment Enterprises and the Autorité des marchés financiers refuse to disclose the information referred to in the first subparagraph to the authority of the host Member State which has been designated as They shall make known the reasons for such refusal to the investment company or to the credit institution concerned within three months of receiving such information.
" Upon receipt of the reply of the authority of the host Member State which has been designated as the point of contact or, in the event of an absence of reply from it, at the end of a period of two months from the receipt by that authority of the Information provided by the Committee of Credit Institutions and Investment Enterprises and the Autorité des marchés financiers, the branch of the undertaking or petitioner establishment may be established and start to exercise its Activities subject to, where appropriate, the fulfilment of the specific conditions necessary to negotiate on a regulated market. "
24 ° The second subparagraph of Article L. 532-24 is replaced by the following:
" The Committee of Credit Institutions and Investment Enterprises and the Autorité des marchés financiers shall communicate this declaration to the competent authority of the host Member State which has been designated as the point of contact within a period of one Months from his regular reception. The investment service provider may then start providing the declared investment services in the host Member State. "
25 ° In Article L. 532-25, the words:" Articles L. 532-23, L. 532-24 and L. 532-26 " Are replaced by the words: " The provisions of Articles L. 532-23 and L. 532-24 ".
26 ° Article L. 532-26 is replaced by the following provisions:
" Art. L. 532-26. Article L. 532-23 to L. 532-25, L. 532-27 and L. 612-2 to the holding companies and undertakings under Articles L. 532-18 and L. 532-18-1 shall be exercised by the Autorité des marchés financiers alone. Exercising, as a principal, the service mentioned in paragraph 4 of Article L. 321-1. "
27 ° A l' article L. 532-27, after the words: The competent authorities of the Member State concerned ' shall be added the words: ' And, where appropriate, to the European Commission. ".
28 ° Chapter III of Title III is replaced by the following:
" Chapter III
" Obligations of
service providers
"Section 1
" General
" Art. L. 533-1. -Investment service providers act in an honest, loyal and professional manner that promotes market integrity.
"Section 2
" Standards for Managing
" Art. L. 533-2. -Investment service providers have sound administrative procedures, internal control mechanisms, effective risk assessment techniques and effective systems for monitoring and safeguarding their systems IT.
" Investment service providers are required, as far as their investment services activities are concerned, to comply with management standards designed to guarantee their liquidity, solvency and the balance of their structure The Minister responsible for the economy pursuant to Article L. 611-3.
" In particular, they must respect cover ratios and risk division ratios.
" Non-compliance with these obligations shall result in the application of the procedure laid down in Articles L. 613-21 and L. 621-15
Art. L. 533-3. -Investment service providers shall notify the Banking Commission of large intra-group transactions under the conditions laid down in Article L. 613-8.
" Art. L. 533-4. -Where an investment service provider other than a holding company has for the parent company a credit institution, an investment firm or a financial company which has its registered office in a State not Member or Party to the Agreement on the European Economic Area, the Banking Commission shall, on its own initiative or at the request of the parent undertaking or a regulated entity approved in a Member State or in another State Party to the Agreement on The European Economic Area, that the said investment service provider is subject, on the part of a competent authority of the third country, to a consolidated supervision equivalent to that applicable in France
In the absence of equivalent consolidated supervision, it shall be applied by analogy to the investment service provider the provisions relating to the consolidated supervision applicable in France
The Banking Commission may also use other methods to ensure equivalent consolidated supervision, after approval by the competent authority which may be responsible for consolidated supervision for the European Economic Area and Consultation with the other competent authorities concerned of a Member State or of another State Party to the Agreement on the European Economic Area. In particular, it may require the establishment of a financial company with its head office in a Member State or in another State Party to the Agreement on the European Economic Area.
" Section 3
"Accounting and declarative obligations
" Art. L. 533-5. -Investment firms are bound by the obligations of Articles L. 511-33, L. 511-36, L. 511-37 and L. 511-39. They have sound accounting procedures.
" Art. L. 533-6. -Investment service providers, market companies and clearing houses should communicate to the Banque de France the information necessary for the compilation of monetary
. Art. L. 533-7. -Companies established in France and which form part of a group to which one or more portfolio management companies having their registered office in a Member State of the European Union or in another State Party to the agreement on The European Economic Area or in a State where the agreements provided for in Article L. 621-21 shall apply, notwithstanding any provisions to the contrary, to transmit to undertakings in the same group the information necessary for the The organisation of the fight against money laundering and the financing of terrorism. The provisions of the fourth paragraph of Article L. 511-34 shall apply to such information
Art. L. 533-8. -Investment service providers shall retain, under the conditions laid down in the General Regulation of the Autorité des marchés financiers, the relevant information relating to all transactions in financial instruments that they have Concluded.
" Art. L. 533-9. -Providers of investment services who carry out transactions in any financial instrument admitted to the negotiations on a regulated market report these transactions to the Autorité des marchés financiers, which these transactions Whether or not there is a regulated market. The General Regulation of the Financial Markets Authority shall specify the terms of this declaration and the conditions under which it may be waived.
" Section 4
"Organization Policies
" Art. L. 533-10. -Investment service providers must:
" 1. Put in place rules and procedures to ensure compliance with applicable provisions;
" 2. Put in place rules and procedures to ensure respect by persons placed under their authority or acting on their behalf, provisions applicable to the providers themselves and to such persons, in particular the The conditions and limits in which they can carry out personal transactions on their own account. These conditions and limits are reflected in the rules of procedure and integrated into the programme of activities of the provider;
" 3. Take all reasonable steps to prevent conflicts of interest from affecting the interests of their clients. These conflicts of interest are those arising between, on the one hand, the providers themselves, the persons placed under their authority or acting on their behalf or any other person directly or indirectly related to them by a relationship of Control and, on the other hand, their customers, or between two customers, in the supply of any investment service or any related service or a combination thereof. Where such measures are not sufficient to ensure, with reasonable certainty, that the risk of adversely affecting the interests of customers will be avoided, the provider shall clearly inform them, before acting on their behalf, of the general nature or the Source of these conflicts of interest;
" 4. Take reasonable measures using appropriate and proportionate resources and procedures to ensure the continuity and regularity of the provision of investment services, in particular when they entrust to third parties of the Important operational functions;
" 5. Retain a record of any service they provide and any transactions they make, allowing the Autorité des marchés financiers to monitor compliance with the obligations of the provider of investment services and, in particular, In particular, of all its obligations to customers, including potential customers;
" 6. Safeguard customer rights on financial instruments belonging to them and prevent their use on their own account, except for express consent of customers;
" 7. Save customer rights on the funds belonging to them. Investment firms may under no circumstances use the funds deposited with them by their customers on their own account subject to the provisions of Articles L. 440-7 to L. 440-10.
" The General Regulation of the Financial Markets Authority shall specify the conditions for the application of this Article. However, an order of the Minister responsible for the economy, made in accordance with Article L. 611-3, specifies the conditions of application of 4 and 7, for investment service providers other than holding companies.
"Section 5
" Rules of Conduct
"Subsection 1
"
common provisions for all investment service providers
" Art. L. 533-11. -When providing investment services and related services to clients, investment service providers act in an honest, loyal and professional manner, serving the best interests of clients.
" Art. L. 533-12. -I.-All information, including promotional communications, addressed by a provider of investment services to customers, including potential customers, is accurate, clear and non-misleading. Promotional communications are clearly identifiable as such.
" II. -Providers of investment services shall communicate to their customers, in particular their potential customers, the information reasonably enabling them to understand the nature of the investment service and the specific type of instrument And the associated risks, so that clients can make informed investment decisions.
" Art. L. 533-13. -I.-In order to provide the investment advisory service or the portfolio management service on behalf of third parties, the investment service providers asked their clients, in particular their potential customers, of their Their investment knowledge and experience, as well as their financial situation and investment objectives, so as to be able to recommend appropriate financial instruments or manage their portfolio in a way Adapted to their situation.
" Where customers, in particular potential customers, do not communicate the required information, the providers shall refrain from recommending financial instruments or providing them with the portfolio management service on account of Third-party.
" II. -In order to provide a service other than investment advice or portfolio management on behalf of third parties, providers of investment services ask their clients, in particular their potential customers, for information on Their investment knowledge and experience, in order to be able to determine whether the service or product proposed to or requested by customers is appropriate to them.
" Where customers, in particular potential customers, do not communicate the necessary information or where the providers consider, on the basis of the information provided, that the service or the instrument is not adapted, the providers Warn these customers, prior to the service being provided.
" III. -Providers of investment services may provide the service of receiving and transmitting orders on behalf of third parties or the service of execution of orders on behalf of third parties without applying the provisions of II of this Article, Under the following conditions:
" 1. The service covers non-complex financial instruments, as defined in the General Regulation of the Autorité des marchés financiers;
" 2. The service is provided at the customer's initiative, including the potential customer;
" 3. The claimant has previously informed the customer, in particular the potential customer, that he is not required to assess the appropriateness of the service or financial instrument;
" 4. The claimant has complied with the provisions of Article L. 533-10
Art. L. 533-14. -Investment service providers are a file that includes the document (s) approved by themselves and their clients, where the rights and obligations of the parties are set out and the other conditions to which the first Provide services to seconds.
" When providing an investment service other than investment advice, investment service providers enter into a convention with their new non-professional clients setting out the main rights and obligations Of the parties, under the conditions and in the manner laid down by the General Regulation of the Autorité des marchés
. New customers are those that are not bound by an existing convention as of November 1, 2007.
" For the purposes of the first and second subparagraphs, the rights and obligations of the parties to the contract may be determined by reference to other documents or legal
. Art. L. 533-15. -Investment service providers report to their clients on the services provided to them. The record includes, where applicable, costs related to transactions and services provided on behalf of the customer.
" Art. L. 533-16. -The General Regulation of the Financial Markets Authority shall specify the conditions for the application of Articles L. 533-11 to L. 533-15, taking into account the nature of the service proposed or provided, the nature of the financial instrument concerned, and the Whether or not the customer is professional, including the potential customer.
" A business customer is a customer who has the experience, knowledge and skills to make their own investment decisions and properly assess the risks involved.
" A decree specifies the criteria according to which customers are considered professional.
" Customers fulfilling these criteria may request to be treated as non-professional clients and investment service providers may agree to grant them a higher level of protection, according to specified terms and conditions By the General Regulation of the Autorité des marchés financiers.
" The General Regulation of the Autorité des marchés financiers also specifies the terms and conditions under which other customers may, at their request, be treated as professional customers.
" Art. L. 533-17. -The General Regulation of the Autorité des marchés financiers specifies the conditions under which an investment service provider who receives, through another investment service provider, the instruction to provide Investment services or related services on behalf of a client may be based on the diligence performed by the latter. The investment service provider who transmitted the instruction remains responsible for the completeness and accuracy of the information transmitted.
" The investment service provider who is instructed to provide services on behalf of the customer in this manner may also rely on any recommendation relating to the service or transaction given to the customer by that customer. Other claimant. The investment service provider who provided the instruction remains responsible for the appropriateness of the recommendations or advice provided to the client concerned.
" The investment service provider who receives the instruction or the order of a customer through another investment service provider remains responsible for the delivery of the service or the execution of the transaction in Question, on the basis of the information or recommendations mentioned above, in accordance with the relevant provisions of this
. Art. L. 533-18. -I.-Providers of investment services take all reasonable measures to obtain, at the execution of orders, the best possible result for their customers, taking into account price, cost, speed, probability The execution and settlement, the size, the nature of the order, or any other considerations relating to the enforcement of the order. However, whenever there is a specific statement given by clients, providers run the order by following this statement.
" II. -Investment service providers shall establish and implement effective provisions to comply with the first subparagraph. They establish and implement a policy of execution of orders allowing them to obtain, for the orders of their clients, the best possible
. III. -The enforcement policy includes, for each category of instruments, information on the different systems in which the investment service provider executes the orders of its clients and the factors Influencing the choice of the execution system. It includes at least the systems that enable the provider to obtain, in most cases, the best possible outcome for the execution of customer orders.
" Investment service providers provide appropriate information to their clients on their enforcement policy. They obtain the prior consent of their clients on this policy.
" Where the enforcement policy provides that customer orders may be executed outside a regulated market or a multilateral trading system, the investment service provider shall, in particular, inform its customers Or its potential customers. Claimants obtain the express prior consent of their clients before proceeding with their orders outside a regulated market or a multilateral trading system.
" Investment service providers may obtain such consent in the form of a general agreement or for specific transactions.
" IV. -At the request of their customers, investment service providers must be able to demonstrate that they have executed their orders in accordance with their enforcement
. V.-The General Regulation of the Autorité des marchés financiers shall specify the conditions for the application of this Article, adapting them to the effect that investment service providers carry out the orders or transmit or transmit them without Execute them themselves.
" Art. L. 533-19. -With a view to the execution of orders on behalf of third parties, investment service providers shall adopt and apply procedures ensuring the prompt and equitable execution of orders of their clients in relation to the orders of their others Customers or orders for own account.
" The General Regulation of the Autorité des marchés financiers specifies the conditions for the application of the rules for the treatment of customer orders applicable to all investment service
. Art. L. 533-20. -Investment service providers approved for the receipt and transmission of orders on behalf of third parties, for the execution of orders on behalf of third parties or for negotiation on their own account may lead to transactions between Eligible counterparties or enter into transactions with such counterparties without complying with the obligations laid down in Articles L. 533-11 to L. 533-16, L. 533-18 and L. 533-19, first paragraph, in respect of those transactions or any service Related directly to these transactions.
" A decree specifies the criteria according to which counterparties are considered eligible counterparties.
" The General Regulation of the Autorité des marchés financiers specifies how eligible counterparties can request to be treated as customers.
" Subsection 2
"
Special Terms for Portfolio Management Companies
" Art. L. 533-21. -Portfolio management companies are prohibited from receiving deposits of funds, securities or gold from their customers.
" Art. L. 533-22. -Holding companies shall exercise the rights attaching to securities held by collective investment undertakings in securities held by them in the exclusive interest of the shareholders or holders of shares of those undertakings Collective investment in transferable securities and shall account for their practices in the exercise of voting rights under conditions laid down in the General Regulation of the Autorité des marchés financiers. In particular, when they do not exercise these voting rights, they explain their reasons to shareholders or shareholders of collective investment securities.
" Section 6
Investor Warranty
" Art. L. 533-23. -Investment service providers and persons referred to in Article L. 421-17 shall be obliged to inform investors, before entering into business relations with them, of the existence of an applicable compensation scheme in respect of Concerns the proposed transaction or transactions, the amount and extent of coverage provided and, where applicable, the identity of the compensation fund.
" The investor compensation scheme is defined in Articles L. 322-1 to L. 322-10.
"Section 7
" Publish
transactions by providers Investment service
" Art. L. 533-24. -Providers of investment services who enter into transactions relating to shares admitted to trading on a regulated market, either on its own account or on behalf of third parties, outside a regulated market or Multilateral trading system, make public the volume, price and time of these transactions.
" The General Regulation of the Financial Markets Authority shall specify the conditions for the application of this Article. It may also lay down the conditions for the publication of transactions relating to other categories of financial instruments admitted to negotiations on a regulated market." ;
29 ° Article L. 541-1 is replaced by the following:
" Art. L. 541-1. -I.-Financial investment advisors are persons engaged in the usual occupation of the following activities:
1 ° The Council on the implementation of operations on the financial instruments referred to in Article L. 211-1;
' 2 ° The Council on the conduct of bank operations referred to in Article L. 311-1;
" 3 ° The Council for the provision of investment services referred to in Article L. 321-1;
" 4 ° The Council on the implementation of operations on various goods defined in Article L. 550-1.
" II. -Financial investment advisors may also provide the service of receiving and transmitting orders on behalf of third parties, subject to the conditions and limits laid down in the General Regulation of the Autorité des marchés financiers and Carry out other heritage management consulting activities.
" III. -Not subject to the provisions of this
: 1 ° Credit institutions and the bodies referred to in Article L. 518-1, investment firms and insurance undertakings;
" 2 ° The persons mentioned in the g of Article L. 531-2
IV. -Financial Investment Advisors may not normally and remunerate legal consultations or write private acts for others except under the conditions and limitations of Articles 54, 55 and 60 of Law No. 71-1130 On 31 December 1971 reforming certain judicial and legal professions. ' ;
30 ° Article L. 541-2 is supplemented by a paragraph worded as follows:
" Financial investment advisors must normally reside or be established in France." ;
31 ° The 4 ° of Article L. 541-4 is replaced by the following:
" 4 ° enquire with their customers or potential customers, before formulating a Council referred to in Article L. 541-1, their investment knowledge and experience, as well as their financial situation and Their investment objectives so that they can recommend the operations, instruments and services adapted to their situation. When clients or potential customers do not provide the required information, financial investment advisors refrain from recommending the transactions, instruments and services in question; "
32 ° Article L. 541-6 is replaced by the following:
" Art. L. 541-6. -A financial investment advisor cannot receive financial instruments from clients. It shall not receive any funds other than those intended to remunerate its activity. ' ;
33 ° After Article L. 541-7, an Article L. 541-8 reads as follows:
" Art. L. 541-8. -Financial investment advisers shall not be entitled to benefit from the provisions of Articles L. 532-23 and L. 532-24. ' ;
34 ° The title of Chapter IV of Title IV is replaced by the following title: Chapter IV: Investment research or financial analysis services and rating agencies " ;
35 ° Article L. 544-1 is replaced by the following:
" Art. L. 544-1. -Within the meaning of this Chapter and of Article L. 321-2, the term "investment research or" financial analysis of research or other information recommending or suggesting an investment strategy, explicitly or Implicitly, concerning one or more financial instruments or issuers of financial instruments, including opinions on the present or future course or value of these instruments, intended for distribution channels or the public, and For which the following conditions are met:
" 1 ° This work or information is designated or described by the expression: "investment research or" financial analysis, or are otherwise presented as an objective and independent explanation of the content of the recommendation;
" 2 ° They are not equivalent to the provision of investment advice;
" 3 ° They shall be carried out in accordance with the provisions of the General Regulation of the Autorité des marchés financiers. ' ;
36 ° After Chapter IV of Title IV, a Chapter V is inserted as follows:
"Chapter V
" Related agents
" Art. L. 545-1. -An investment service provider may use the services of agents linked within the meaning of Article 4 (1) of Article 4 of Directive 2004 /34/EC of 21 April 2004 to provide the following investment services, for which it is Authorized:
" 1. Receiving and transmitting orders on behalf of third parties;
" 2. Guaranteed or unsecured placement;
" 3. The Investment Board.
" The linked agents may also promote the services provided by the investment service provider, provide advice on such services and deselect clients on behalf of the service provider under the conditions laid down in the Chapter. I of Title IV of Book III.
" Art. L. 545-2. -Any tied agent acts under a mandate given by a single investment service provider.
" The investment service provider shall remain fully and unconditionally liable to third parties for the acts carried out on his behalf and on behalf of his agents and the omissions of the latter.
" Any linked agent informs customers or potential customers of their status and the identity of their principal when they contact them.
" Art. L. 545-3. -A related agent cannot receive funds or financial instruments from clients of its principal.
" Art. L. 545-4. -Providers of investment services who use the services of linked agents monitor the activities of the latter, so that they can comply constantly with the laws and regulations to which they are Themselves submitted.
" These claimants also ensure that their related agents comply with all applicable laws and regulations on an ongoing basis.
" Art. L. 545-5. -Any related agent established in metropolitan France or in the overseas departments shall be declared to the authority which has approved the principal. The declaration shall be sent by the claimant for registration to the file referred to in Article L. 341-7 as a related agent.
" Where an investment service provider registered in France uses a related agent established in a host State which does not authorise the investment service providers who are authorised to use such agents, that related agent shall be Also included in the file referred to in section L. 341-7 in this capacity.
" An investment service provider shall register a related agent only after he has ensured his good repute and professional knowledge.
" Art. L. 545-6. -Any investment service provider who makes use of a related agent shall take appropriate measures to prevent the latter's activities falling outside the scope of this Chapter having a negative effect on the activities That the same agent performs on behalf of the claimant.
" Art. L. 545-7. -The General Regulation of the Authority shall specify, as appropriate, the conditions for the application of this Chapter. ' ;
37 ° 5 of Article L. 562-1, references to Articles L. 421-8 and L. 442-2 are replaced by references to Articles L. 421-17 and L. 440-2.
Book VI of the same code is thus modified:
1 ° In the first paragraph of Article L. 611-3, the words: " Members of regulated markets not providing investment services, " Are replaced by the words: " Market enterprises, " ;
2 ° The second paragraph of Article L. 612-6 is deleted;
3 ° A l' article L. 613-2:
(a) In the first paragraph, the words: " Members of regulated markets " Are replaced by the words: " Market enterprises " ;
(b) In the third paragraph, after the words " Rules of good conduct ", are added the words:" And other professional obligations " ;
4 ° In Article L. 613-6, a second paragraph is added as follows:
" The General Secretariat of the Banking Commission may summon and hear any person for information." ;
5 ° In the second paragraph of Article L. 613-7, the words: " Make use of any competent person within the framework of conventions to that effect " Are replaced by the words: " , in accordance with the conditions laid down by decree in the Council of State, make an appeal to any competent person, who may receive remuneration as such, within the framework of agreements to that effect, " ;
6 ° In the second paragraph of Article L. 613-8, after the words: " All information, documents, ", are inserted the words:" Whatever the medium, and obtain the copy, and all " ;
7 ° Articles L. 613-12 to L. 613-14 are repealed;
8 ° III of Article L. 613-20 is deleted;
9 ° 3 of I of Article L. 613-21, after the words: " The prohibition " shall be inserted as follows: , temporarily or permanently, " ;
10 ° In III of article L. 613-21, after the words: " At the expense of the legal person sanctioned in the newspapers or publications referred to by the committee ", shall be inserted: , unless such publication could seriously disturb the financial markets or cause disproportionate harm to the parties involved." ;
11 ° In 5 ° I of L. 621-5-3, the words: " Financial contracts referred to in Article 1 (1) of Article L. 211-1 Are replaced by the words: " Financial instruments referred to in Article L. 211-1 of Article 4 (1)) ;
12 ° Article L. 621-7 is thus amended:
(a) In III, the words: " , and must take into account the financial competence of the person to whom the service is rendered " Are deleted;
(b) At 2 ° IV, after the words: " The conditions' shall be inserted as follows: ' Membership in the clearing houses and " ; the reference to Article L. 442-2 is replaced by the reference to Article L. 440-2;
(c) At 4 ° of the IV, the reference to Article L. 532-18 is replaced by the reference to Article L. 532-18-1;
(d) The 5 ° and 6 ° of the IV shall be repealed and the 7 ° of the IV becomes the 5 ° of IV;
e) In the 5 ° of the IV, as the result of d, the reference to Article L. 442-1 is replaced by the reference to Article L. 440-1;
f) The 1 ° of V is replaced by the following provisions:
" 1 ° The conditions for the approval and exercise of the activity of holding companies; "
(g) The VII is replaced by the following provisions:
" VII. -Concerning Regulated Markets in Financial Instruments, Market Undertakings and Multilateral Trading
: 1 ° The general principles of organisation and operation of regulated markets, as well as the rules on the execution of transactions on financial instruments admitted to these markets;
" 2 ° The conditions under which the Autorité des marchés financiers, pursuant to Articles L. 421-4, L. 421-5 and L. 421-10, proposes the recognition, revision or withdrawal of the regulated market quality of financial instruments;
" 3 ° The general principles of organisation and operation of multilateral trading systems;
" 4 ° The general principles of organisation and operation of market undertakings in the conditions laid down in Article L. 421-11;
' 5 ° The conditions under which the Autorité des marchés financiers authorizes a market undertaking to manage a multilateral trading system, in accordance with the provisions of the second subparagraph of Article L. 424-1;
" 6 ° The rules relating to the information of the Autorité des marchés financiers and the public concerning orders and transactions on financial instruments admitted to a regulated market." ;
13 ° Article L. 621-7-1 becomes Article L. 621-7-2;
14 ° It is inserted after Article L. 621-7, Article L. 621-7-1 reads as follows:
" Art. L. 621-7-1. -The General Regulation of the Autorité des marchés financiers may also lay down rules relating to the information of the Autorité des marchés financiers and the public concerning orders and transactions on financial instruments not admitted to the financial markets. Negotiations on a regulated market." ;
15 ° Article L. 621-9 is thus amended:
(a) At 1 ° of II, after the words: " Carrying on their activity in the free establishment in France ", are inserted the words: And legal persons placed under their authority or acting on their behalf " ;
(b) At the 4th of II, the words: " Mentioned in Article L. 421-8 " Are replaced by the words: " Non-investment service providers " ;
(c) 14 ° and 13 ° are replaced by the 13 °, 14 ° and 15 ° thus written:
" 13 ° Realty Reviewers;
" 14 ° The legal persons administering collective occupational retirement institutions referred to in Article 8 of Ordinance No. 2006-344 of 23 March 2006 or the collective retirement savings plans referred to in Article L. 443-1-2 of the Labour Code;
" 15 ° The related agents referred to in Article L. 545-1. ' ;
d) The last paragraph is replaced by the following:
" The Autorité des marchés financiers is also responsible for ensuring compliance by the investment service providers referred to in Article L. 532-18-1 of the laws and regulations applicable to them, in the Articles L. 532-18-2, L. 532-19 and L. 532-21 " ;
16 ° Article L. 621-15 is thus amended:
a) In the a and b of II, the references: " To the 1 ° to 8 ° and 11 ° to 14 ° of II of Article L. 621-9 " Are replaced by references: " To the 1 ° to 8 ° and 11 ° to 15 ° of II of Article L. 621-9 " ;
b) To a and b of III, references: " To the 1 ° to 8 °, 11 ° and 12 ° of II of Article L. 621-9 " Are replaced by references: " To the 1 ° to 8 °, 11 °, 12 ° and 15 ° of the II of Article L. 621-9 " ;
(c) The first sentence of V of Article L. 621-15 is supplemented by the words: , unless such publication could seriously disturb the financial markets or cause disproportionate harm to the parties involved " ;
17 ° A l' article L. 621-17-2, the words: Persons referred to in Article L. 421-8 " Are replaced by the words: " Members of regulated markets not providing investment services " ;
18 ° Article L. 621-18-4 is thus amended:
(a) In the first paragraph, after the words: " And third parties ", are added the words:" Acting on behalf of or on behalf of the ;
b) In the second paragraph, after the words: " And third parties ", are added the words:" Acting on their behalf or on behalf of them ".
19 ° Article L. 621-19 is thus amended:
a) The words: As a need " Are replaced by the words: " When the conditions are met " ;
(b) After the first subparagraph are inserted two sub-paragraphs as follows:
" Referral to the Autorité des marchés financiers, in the context of the out-of-court settlement of disputes, suspends the requirement of civil and administrative action. This will run again when the Financial Markets Authority declares the mediation completed.
" The Financial Markets Authority shall cooperate with its foreign counterparts with a view to the out-of-court settlement of cross-border disputes." ;
20 ° In the second paragraph of Article L. 621-20-1, the words: Subject to the fourth paragraph of Article L. 621-21, " Are replaced by the words: " Subject to the provisions of the third paragraph of Article L. 632-16, " ;
21 ° Article L. 621-21 is repealed;
22 ° Article L. 621-25 is amended as follows:
a) After the words: " An investment service provider " Are added the words: " , of a market undertaking " ;
b) After the words: " Concerning the application by that provider ' shall be inserted the words: ' , this market undertaking " And before the words: " Of Title III of Book V of this Code ', shall be inserted: ' Of Book IV or " ;
23 ° The title of Title III is replaced by the following title: Title III: Cooperation, exchanges of information and supplementary supervision of financial conglomerates " ;
24 ° The heading of Chapter I of Title III is replaced by the following title: Chapter I: Cooperation and exchange of information on national territory " ;
25 ° The heading of section 1 of chapter I is thus amended: " Section 1: Cooperation and exchanges of information between authorities " ;
26 ° Article L. 631-1 is replaced by the following:
" Art. L. 631-1. -I.-The Banque de France, the committee of credit institutions and investment firms, the Banking Commission, the Insurance Supervisory Authority and the Mutual Insurance Companies, the Insurance Companies Committee and the Market Authority Financial cooperation between them. They provide information useful for the performance of their respective missions.
" II. -The authorities referred to in the I, the deposit guarantee fund established by Article L. 312-4, the guarantee fund established by Article L. 423-1 of the Insurance Code, the market undertakings and the clearing houses shall be authorised to Communicate the information necessary for the performance of their respective missions.
" III. -Information collected in accordance with I and II shall be covered by the professional secrecy in force in the conditions applicable to the organization that communicated them and to the receiving organization.
" This information may only be used by the authorities mentioned in the I, for the performance of their missions and, by the other entities mentioned in II, for the purposes for which they have been communicated to them, unless the body which They consented to them.
" The authorities mentioned in the I may also exchange information covered by professional secrecy with the consent of the authority or person who has communicated this information." ;
27 ° Chapter II of Title III is replaced by the following:
"Chapter II
" Cooperation and exchange of
information abroad
"Section 1
" Arrangements for monitoring, controls, and investigations of investment service providers, regulated markets, and Market undertakings and transposing Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004 on financial instrument markets
"Subsection 1
" Cooperation and exchanges of information with the authorities of other Member States of the European Community or other States Parties to the agreement on the European Economic Area
" Art. L. 632-1. -By way of derogation from the provisions of Act No. 68-678 of 26 July 1968 on the communication of economic, commercial, industrial, financial or technical documents and information to foreign natural or legal persons, the Committee of Credit Institutions and Investment Enterprises, the Banking Commission and the Financial Markets Authority shall cooperate with the authorities of the other Member States of the European Community or of the other States Parties to the Agreement On the European Economic Area performing homologous functions, in accordance with the conditions laid down in this Chapter. In particular, they shall exchange with the latter authorities the information necessary for the performance of their respective
. The cooperation provided for in the first subparagraph shall not be refused on the ground that the acts on which the control or investigation is carried out do not contravene a legislative or regulatory provision in force in France
Art. L. 632-2. -By way of derogation from the provisions of Act No. 68-678 of 26 July 1968 on the communication of economic, commercial, industrial, financial or technical documents and information to foreign natural or legal persons, the Counterpart authorities of another Member State of the European Community or of another State Party to the Agreement on the European Economic Area may require the cooperation of the Banking Commission or the Autorité des marchés financiers in the framework A monitoring activity, on-site monitoring, or an investigation.
" In the same context, when the Banking Commission or the Autorité des marchés financiers receives an application for an on-the-spot check or an investigation, it shall act on it either by proceeding itself or by allowing the applicant authority to Proceed directly, either by allowing auditors or experts to do so.
" Art. L. 632-3. -The Committee of Credit Institutions and Investment Enterprises, the Banking Commission and the Autorité des marchés financiers cannot use the information covered by the professional secrecy which they receive only for Performance of their missions.
" A decree of the Council of State shall specify the conditions for the application of this Article
Art. L. 632-4. -Notwithstanding the provisions of this Chapter, the Committee of Credit Institutions and Investment Enterprises, the Banking Commission and the Autorité des marchés financiers may transmit to the European System of Central Banks or to The European Central Bank acting in the capacity of monetary authorities and, where appropriate, other public authorities responsible for the supervision of payment systems and systems for the settlement and delivery of financial instruments, Information covered by professional secrecy for the performance of their missions.
" Art. L. 632-5. -Where the Banking Commission or the Autorité des marchés financiers is invited to cooperate in an investigation, an on-the-spot check or a monitoring activity in accordance with Article L. 632-2, or an exchange of information in accordance with Article L. 632-1, it may refuse to give effect to such a request only where the application is such as to impair the sovereignty, security or public order of France or where any criminal procedure has already been initiated In France on the basis of the same facts and against the same persons, or where they have already been sanctioned by a decision in force of res judiced for the same facts
In case of refusal, it shall inform the competent authority.
" Art. L. 632-6. -I.-Where the Banking Commission or the Autorité des marchés financiers has reasonable grounds to suspect that acts that contravene the provisions applicable to investment service providers, regulated markets or Market undertakings have been committed in the territory of another Member State of the European Community or of another State Party to the Agreement on the European Economic Area by entities which are not subject to its supervision, it shall inform The competent authority of that other State in as detailed a manner as possible
II. -Where the Banking Commission or the Autorité des marchés financiers is informed by an authority of another Member State of the European Community or of another State Party to the Agreement on the European Economic Area that acts contrary to the Provisions applicable to investment service providers, regulated markets or market enterprises may have been committed in the territory of metropolitan France or the overseas departments by an entity Not subject to the supervision of this authority, it shall take appropriate measures. It shall communicate the results of its intervention to the competent authority which has informed it and, to the extent possible, shall communicate the important elements which have taken place in the meantime.
" Subsection 2
"Cooperation and information exchange with the authorities of non-European Community states and not parties to the agreement on the European Economic Area
" Art. L. 632-7. -I.-By way of derogation from the provisions of Act No. 68-678 of 26 July 1968 on the communication of economic, commercial, industrial, financial or technical documents and information to foreign natural or legal persons, The Committee of Credit Institutions and Investment Enterprises, the Banking Commission and the Autorité des marchés financiers may conclude, with counterpart authorities in a non-member state of the European Community and not a party To the Agreement on the European Economic Area, cooperation agreements including the exchange of information. The information provided must benefit from guarantees of professional secrecy at least equivalent to those to which the French authorities are subject to these agreements. This exchange of information shall be intended for the performance of the tasks of the competent
. II. -The Committee of Credit Institutions and Investment Enterprises, the Banking Commission and the Financial Markets Authority may also conclude cooperation agreements providing for the exchange of information with Authorities or persons belonging to a non-member state of the European Community and not party to the agreement on the European Economic Area, which are:
" (a) Responsible for the supervision of credit institutions, other financial institutions and insurance companies and financial markets;
" (b) Charged with collective procedures of investment firms and any other similar procedure;
" (c) Responsible for the legal control of the accounts of investment firms and other financial institutions, credit institutions and insurance undertakings in the performance of their supervisory functions, Or the exercise of their duties in the case of compensation system managers;
" (d) Responsible for the supervision of organizations involved in the collective procedures of investment firms, or in any other similar procedure;
(e) Persons responsible for the supervision of persons responsible for the legal supervision of the accounts of insurance undertakings, credit institutions, investment firms and other financial institutions,
as long as Information communicated benefit from guarantees of professional secrecy at least equivalent to those to which the French authorities party to these agreements are subject. This exchange of information shall be for the purpose of carrying out the tasks of the said authorities or
. III. -Where they come from an authority of another Member State of the European Community or another State Party to the Agreement on the European Economic Area or a third country, the information may not be disclosed without the express agreement of The authority that communicated them and, if applicable, for the sole purpose for which they agreed.
"Subsection 3
" Special Terms
To Autorité des marchés financiers
" Art. L. 632-8. -The Autorité des marchés financiers is the sole authority acting as a point of contact for receiving requests for exchanges of information or cooperation from the authorities of other Member States of the European Community or of other States Parties to the The Agreement on the European Economic
. The Autorité des marchés financiers shall immediately communicate the information required for the purpose of carrying out their tasks to the competent authorities of the other Member States of the European Community or of the other States party to the agreement on The European Economic Area which has been designated as contact points for the application of Article 56 (1) of Directive 2004 /39/EC of 21 April 2004 on financial instrument
. If the competent authority which has submitted information requested it at the time of communication, the Autorité des marchés financiers may disclose the information only with the express agreement of that authority and for the sole purpose for which it has given Its agreement.
" The Financial Markets Authority shall immediately forward the information received under this Article, Article L. 613-9 and Articles L. 621-23 and L. 632-7 to the Committee of Credit Institutions and Investment Enterprises, or To the Banking Commission. It shall transmit them to other bodies or persons only with the express consent of the competent authorities which have disclosed them and for the purposes for which they have given their consent, unless the urgency justifies it. In the latter case, the Autorité des marchés financiers immediately informs its counterpart who has sent the information.
" Art. L. 632-9. -Where the activities of a regulated market referred to in Article L. 421-1 which have installed access devices in another Member State of the European Community or in another State Party to the Agreement on the European Economic Area Acquired substantial importance for the functioning of the financial markets and the protection of investors, the Autorité des marchés financiers shall establish proportionate cooperation arrangements with the competent authority of that
. Art. L. 632-10. -The Autorité des marchés financiers may request information directly from investment service providers who are members of a regulated market referred to in Article L. 421-1, which are not established in France. In this case, it shall inform the competent authority of the Member State of the European Community or of the other State Party to the agreement on the European Economic Area of which they
. Art. L. 632-11. -Where the Autorité des marchés financiers receives accounts of transactions in accordance with Article L. 533-9, it shall forward this information to the competent authority of the market most relevant in terms of liquidity for the financial instrument Where that market is situated in another Member State of the European Community or in another State Party to the Agreement on the European Economic
. Where the Autorité des marchés financiers receives accounts of transactions of a branch in metropolitan France or in the overseas departments of investment service providers having their registered office in another Member State of The European Community or in another State Party to the Agreement on the European Economic Area, it shall communicate them to the competent authority of the State of origin of the branch. However, it is exempt from this communication if the latter authority indicates that it does not want to receive them.
"Section 2
" Other dispositions
"Subsection 1
" Banking Commission Specific Terms
" Art. L. 632-12. -The on-the-spot checks of the Banking Commission may be extended to the legal persons referred to in Article L. 613-10 and whose seat is situated in another Member State of the European Community or in another State Party to the agreement on The European Economic Area. The Commission shall request the competent authorities of the other Member State of the European Community or of the other State Party to the agreement on the European Economic Area to carry out this verification. With the authorisation of these authorities, it may appoint representatives to carry out the checks. When it does not carry out the audit itself, the Banking Committee may, if it so wishes, be associated with it.
" In order to supervise an establishment subject to its supervision, the Banking Commission may require branches established in another Member State of the European Community or in another State Party to the Agreement on the Economic Area European communication of any information relevant to the exercise of such surveillance and, after having informed the authority of that competent State for the supervision of credit institutions or investment undertakings, shall By its representatives to carry out on-the-spot checks of the branches of that institution.
" Where the authorities of a Member State of the European Community or of another State Party to the Agreement on the European Economic Area, competent for the supervision of a credit institution or an investment firm, wish, in To verify information relating to one of the legal persons referred to in Article L. 613-10 and whose head office is located in France, the Banking Commission must respond to their request either by proceeding with the Verification, or by allowing representatives of these authorities to do so. Where they do not carry out the verification themselves, the competent authorities who have submitted this request may, if they so wish, be associated with it.
" By way of derogation from the provisions of Act No. 68-678 of 26 July 1968 on the communication of economic, commercial, industrial, financial or technical documents and information to foreign natural or legal persons, the The Banking Commission may, in addition, exchange any information useful for the exercise of their controls with the authorities of the other Member States of the European Community or of the other States Parties to the Agreement on the European Economic Area, responsible for Supervision of credit institutions, investment firms, other financial institutions and insurance companies.
" Art. L. 632-13. -The Banking Commission may, by way of derogation from the provisions of Act No. 68-678 of 26 July 1968 on the communication of economic, commercial, industrial, financial or technical documents and information to persons Foreign physical or legal entities, conclude with the authorities of a non-member state of the European Community and not party to the agreement on the European Economic Area and charged with a mission similar to that entrusted to the Banking Commission in France, Provided that these authorities are themselves subject to professional secrecy, bilateral agreements, having as their object, cumulatively or not:
" 1. The extension of on-the-spot checks to branches or subsidiaries located abroad of a credit institution, an investment firm or a financial company under French law;
" 2. The implementation by the Banking Commission, at the request of these foreign authorities, of on-the-spot checks on establishments subject to its supervision in France and which are branches or subsidiaries of establishments subject to the supervision of These authorities. These controls may be carried out in conjunction with these foreign authorities;
" 3. The definition of the conditions under which the Banking Commission may transmit, receive or exchange information relevant to the exercise of its powers and those of the foreign authorities entrusted with the supervision of the institutions of Credit, investment firms, other financial institutions, insurance companies or financial markets.
" Art. L. 632-14. -The checks carried out by the Banking Commission in the context of Articles L. 632-12 and L. 632-13 by the representatives of a foreign authority competent for the supervision of credit institutions may relate only to compliance with the Prudential rules for the management of the State concerned in order to enable the financial situation of the banking or financial groups to be checked. They must be reported to the Banking Commission. Only the latter can impose sanctions on the subsidiary or branch in France.
" In order to permit the exercise of the controls provided for in Articles L. 632-12 and L. 632-13, persons who participate in the management or management of the credit institutions referred to in or employed by the preceding paragraph shall Follow up on requests from representatives of foreign bank supervisory authorities, without being able to oppose professional secrecy.
" The provisions of Article L. 632-5 shall apply to the activities covered by this
. Subject to the powers of the Autorité des marchés financiers, the provisions of this Article and Articles L. 632-12 and L. 632-13 shall apply to investment firms and to the activities of institutional investment services Credit.
" Art. L. 632-15. -By way of derogation from the provisions of Act No. 68-678 of 26 July 1968 on the communication of economic, commercial, industrial, financial or technical documents and information to foreign natural or legal persons, the In addition to the agreements referred to in Articles L. 632-7 and L. 632-13, the Banking Committee may transmit information to the authorities of the States not party to the Agreement on the European Economic Area responsible for the supervision of persons Referred to in Article L. 613-20 of this Code, subject to reciprocity and provided that the information provided is subject to guarantees of professional secrecy at least equivalent to those to which the authorities are subject French.
" The provisions of III of Article L. 632-7 shall apply to the activities governed by this Article and by Articles L. 632-12 and L. 632-13.
"Subsection 2
" Special provisions for the Autorité des marchés financiers
" Art. L. 632-16. -The Autorité des marchés financiers may conduct surveillance, monitoring and investigation activities at the request of foreign authorities with similar powers. Where such activities are carried out on behalf of authorities of a non-member State of the European Community and which is not a party to the Agreement on the European Economic Area, they shall be exercised subject to reciprocity
The obligation of professional secrecy provided for in Article L. 621-4 does not preclude the Autorité des marchés financiers, by way of derogation from the provisions of Act No. 68-678 of 26 July 1968 on the communication of documents and Financial or technical information to foreign natural or legal persons, may disclose the information it holds or collects at their request from foreign authorities exercising similar powers, and Subject to the same obligations of professional secrecy. Where the communication is made to the authorities of a non-member State of the European Community and which is not a party to the Agreement on the European Economic Area, it shall be made subject to reciprocity. The Autorité des marchés financiers may also, in the performance of its tasks, exchange confidential information relating to the obligations referred to in Articles L. 412-1, L. 451-1-2 and L. 451-1-3 with entities to which these authorities Have delegated the supervision of their obligations, since these entities are subject to the same obligations of professional secrecy. To this end, the Autorité des marchés financiers may conclude agreements organizing its relations with these delegated entities.
" The provisions of Articles L. 632-5 and III of Article L. 632-7 shall apply to activities governed by this
. In addition to the agreements referred to in Article L. 632-7, the Autorité des marchés financiers may, for the implementation of the preceding paragraphs, conclude agreements organising its relations with foreign authorities exercising similar powers to the Hers.
" The agreements referred to in Article L. 632-7 and the preceding paragraph shall be approved by the Autorité des marchés financiers under the conditions laid down in Article L. 621-3.
" Subsection 3
"Miscellaneous Terms
" Art. L. 632-17. -Market undertakings and clearing houses in regulated markets may communicate to their foreign counterparts as well as to the counterpart authorities of the Autorité des marchés financiers the information necessary for the performance Their respective tasks relating to the access, organisation and security of markets, provided that such counterparts are themselves subject to professional secrecy in a legislative framework offering guarantees equivalent to Those applicable in France and subject to reciprocity.
" For market companies organising transactions and clearing houses in regulated markets, in the context of risk monitoring incurred by members, this information covers the positions taken on the market, Warranty or cover deposits and their composition and margin calls.
" The information collected by the bodies referred to in this Article shall be used only in accordance with the indications of the competent authority which has transmitted them. "
I. -Providers of investment services who did provide, on the date of entry into force of this order, the investment service referred to in Article L. 321-1 of Article L. 321-1 shall be provided for the performance of that service, The procedures laid down in Article L. 532-1 and benefit from the provisions of Articles L. 532-23 to L. 532-25.
They shall put their statutes in harmony with the monetary and financial code, as amended by this order, and To make a declaration of activity before 1 November 2007 to the Committee of Credit Institutions and Investment Enterprises, which publishes the list of investment service providers under the conditions laid down in Article L. 612-2. To establish this list, the Committee of Credit Institutions and Investment Enterprises appreciates the content of these declarations. If so, it can be rectified. The Autorité des marchés financiers shall exercise in respect of portfolio management companies the powers entrusted to the Committee of Credit Institutions and Investment Enterprises to this paragraph
Lists established by the Committee of Credit Institutions and Investment Enterprises and by the Autorité des marchés financiers shall be deemed to have obtained the approval referred to in Article L. 532-1 for the investment consultancy
. In the absence of a declaration, the providers offering this service must stop providing it.
II. -Providers of investment services approved for the execution of orders on behalf of third parties who effectively manage a multilateral system of negotiation on the date of entry into force of this order are provided, For the exercise of this service, of the procedures laid down in Article L. 532-1 and benefit from the provisions of Articles L. 532-23 to L. 532-25.
They shall put their statutes in harmony with the monetary and financial code, as amended by the To have transmitted to the Autorité des marchés financiers, before 1 November 2007, the rules of the system.
Legal persons appearing on the list established by the Committee of Credit Institutions and Enterprises Shall be deemed to have obtained the approval referred to in Article L. 532-1 for the operation of a multilateral trading system.
In the absence of a declaration, the providers offering this service shall cease Provide.
This order comes into force on November 1, 2007.
The Prime Minister and The Minister of Economy, Finance and Industry shall each be responsible for the application of this Ordinance, which shall be published in the Official Journal of the French Republic.
Done at Paris, 12 April 2007.
Jacques Chirac
By the President of the Republic:
The Prime Minister,
Dominique de Villepin
Finance and Industry Minister
Thierry Breton
