December 2023 Regulatory Updates

Key dates

3 trading days Deadline

- Managers/PDMRs must report securities transactions to issuer and AMF if annual total exceeds €20,000

10 business days Deadline

- Custodians must respond to Euroclear France/AMF requests for shareholder identity on threshold crossings

Suggested considerations

• Implement/maintain information barriers per Article 315-1 AMF GR: Identify inside info holders, physically separate entities, prohibit unauthorized disclosure (notify compliance officer for exceptions), and log cross-entity assistance.
• Assess information promptly: Disclose inside info "as soon as possible" or delay only if all three MAR conditions met; notify AMF post-delay.
• Declare major shareholdings immediately upon threshold crossing to issuer/AMF; ensure custodians comply with identity disclosure requests.
• Use professional information providers for dissemination to ensure wide, secure EU reach; archive on company website.
• Train executives on insider lists, transaction reporting (within 3 days if >€20k/year), and penalties (up to €100m fines, criminal sanctions).

What changed

• This is not a regulatory change but an enforcement decision reinforcing existing obligations under MAR and AMF General Regulation:
• Inside information disclosure: Issuers must publicly disclose inside information "as soon as possible" per Article 17 MAR, unless specific delay conditions are met (legitimate interest,...
• Major shareholdings disclosure: Persons crossing legal or statutory thresholds in listed companies must declare to the issuer and AMF promptly, based on Article L.
• Supporting rules include Article 315-1 AMF GR mandating "information barriers" (walls) for investment firms to control inside information circulation, prohibiting unauthorized disclosure except under...

Key dates

11 April 2022

- AMF Enforcement Committee decision imposing bans and fines

9 September 2024

- Conseil d'Etat judgment (no. 464877) dismissing appeals, upholding sanctions, and ordering €1,500 costs each to AMF

Suggested considerations

• Immediate audit: Review client portfolios for unauthorized products (e.g., non-EU AIFs); cease recommendations and notify/remediate affected clients.
• Conflicts policy enhancement: Implement/maintain a conflicts of interest register; map all potential conflicts (e.g., personal investments, commissions); test procedures annually with scenarios.
• Training and documentation: Mandatory staff training on product authorization checks (e.g., via AMF registers); document all advice with diligence evidence; update compliance manuals per AMF DOC-2017-15.
• Monitoring: Enhance pre-approval workflows for recommendations; report material breaches to AMF under Article L.621-18 of Monetary and Financial Code.
• Director accountability: Senior managers must evidence personal oversight of compliance.

What changed

• This is an enforcement decision, not a new regulation, but it clarifies and reinforces existing requirements for CIFs:
• Product marketing authorization: CIFs must verify that recommended investments (e.g., AIFs) are authorized for sale in France before advising clients; recommending unauthorized products breaches...
• Conflicts of interest management: CIFs must maintain an effective conflicts register, identify risks (e.g., personal benefits), and implement operational procedures; absence or failure constitutes a...
• No aggravating factor for incomplete disclosures on unauthorized products absent specific rules, but core diligence duty remains absolute. These align with AMF Position-Recommendation DOC-2017-15 on...

Key dates

30 June 2026

- End of MiCA transitional period, with AMF focusing on crypto-asset market abuse alignment (indirect relevance via MAR enforcement)

30 June 2026

- AMF General Regulation updates effective, enhancing MAR-related reporting procedures (e.g., Title V on failings reporting)

Immediate

- Report suspicious transactions (insider dealing or manipulation) to AMF without delay

Suggested considerations

• Conduct internal audits: Review past and current communications, trading patterns, and disclosures for manipulation risks or unreported positions.
• Enhance monitoring systems: Implement surveillance for market abuse, including automated tools for detecting unusual trading or information dissemination.
• Train personnel: Educate directors, compliance teams, and traders on MAR prohibitions and reporting thresholds; report suspicions via AMF forms.
• Update policies: Ensure prompt filing of threshold declarations (e.g., within 4 trading days for >5% holdings) and consistency with prospectus rules.
• Cooperate with regulators: Prepare for AMF investigations, leveraging potential penalty reductions for early cooperation as per emerging powers.

What changed

This is an enforcement decision rather than new regulatory changes, reinforcing existing requirements under MAR (Regulation (EU) No 596/2014), transposed into AMF's General Regulation (Book VI on market abuse). It highlights prohibitions on market manipulation (e.g., disseminating false or misleading information or engaging in fictitious transactions to influence prices) and mandatory reporting of shareholdings crossing 5% thresholds or changes therein for listed issuers.