May 2025 Regulatory Updates

Key dates

Within 4 Deadline

6 weeks of triggering event; - Danae Group must file draft takeover bid (practice standard; exact trigger date not specified in publication)

10 trading days from offer period start Deadline

- AMF reviews draft for compliance and issues visa (extendable if appraiser or works council involved, min. 5 trading days post-target reply)

Pre

offer period (post-announcement); - Strict trading rules apply; offeror may acquire shares until opening, with restrictions

Offer period

- From AMF filing notice to results publication; minimum success threshold 50% (waivable by AMF)

Suggested considerations

• File draft takeover bid immediately: Submit to AMF with price details (highest 12-month price, cash only), intent on squeeze-out, and supporting documents.
• Appoint independent appraiser: Mandatory if squeeze-out planned; fairness statement required.
• Inform AMF and publish: Disclose filing; adhere to trading restrictions during pre-offer/offer periods.
• Prepare target response: Entreprendre to file draft reply document, potentially involving works council.
• Monitor thresholds: Ongoing vigilance for 30% voting rights or 1% 12-month crossings by any party.

What changed

No new regulatory changes are introduced; this is an enforcement decision applying existing AMF rules on mandatory takeover bids under the General Regulation (RGAMF), particularly Articles 234-2 et seq. Key requirements include: filing a draft offer with the AMF for compliance review within 10 trading days; mandatory cash offers at the highest price paid by the offeror (alone or in concert) in the prior 12 months; adherence to principles of free play of bids, equal treatment, transparency, market integrity, fairness, and competition.

Key dates

2025-01-30

The CFPB issued the original Wise consent order, requiring approximately $450,000 in consumer redress and a $2.025 million civil money penalty.

2025-04-17

The CFPB published the rescission of Consumer Financial Protection Circular 2024-02 at 89 FR 27357; the rescission was later identified as relevant to the revised Wise penalty.

2025-05-15

The CFPB and Wise entered the Amended Consent Order, which superseded the January order and reduced the civil money penalty to $44,955.

2025-05-25 Deadline

Wise was required to reserve or deposit $449,550.99 in a segregated account within 10 days of the Amended Consent Order’s effective date, assuming the order became effective on May 15, 2025.

2025-07-14 Deadline

Wise was required to create and implement its comprehensive compliance plan within 60 days of the Amended Consent Order’s effective date, assuming an effective date of May 15, 2025.

Suggested considerations

• Firms should consider mapping each remittance-transfer customer journey to the applicable Regulation E disclosure, receipt, cancellation, refund, error-notice and error-resolution requirements, including transfers funded from prepaid accounts or foreign bank accounts.
• Compliance teams may wish to test whether advertisements and product interfaces accurately state ATM fees, transfer fees, exchange rates, recipient amounts and other costs for the relevant U.S. customer population, rather than relying on global or non-U.S. customer data.
• Firms should consider validating that exchange rates are disclosed using the required Exchange Rate terminology, rounded consistently to no fewer than two and no more than four decimal places, and accompanied by the required date-of-availability information.
• Compliance teams may wish to review controls for delayed or unavailable transfers to ensure remittance fees are refunded within the applicable Regulation E timeframe and that notices of error are investigated, resolved and documented appropriately.
• Firms should consider reviewing change-in-terms notices, foreign-language receipts, combined disclosures, record-retention controls and written policies and procedures for prepaid accounts and remittance transfers.
• Boards and senior management of covered payment providers may wish to receive documented reporting on material Regulation E deficiencies, consumer-redress calculations, remediation progress and testing results.
• Firms should distinguish the rescinded Circular 2024-02 from the underlying binding requirements of the EFTA, Regulation E, the Prepaid Rule and the CFPA, and should avoid treating the penalty reduction as a relaxation of disclosure or refund obligations.

What changed

The May 15, 2025 Amended Consent Order supersedes the January order. Wise must reserve or deposit $449,550.99 in a segregated account for affected-consumer redress, subject to the order’s treatment of qualifying prior payments, and must pay a $44,955 civil money penalty under 12 U.S.C. § 5565(c)(4), rather than the prior $2.025 million penalty. Wise must create and implement a comprehensive compliance plan within 60 days of the order’s effective date, covering its remittance-transfer and prepaid-account services, applicable federal consumer financial law, and the order’s requirements.

Key dates

December 4, 2024

EU Regulation 2024/2809 enters force; , amending MAR on inside information and disclosures

June 5, 2026

Certain amendments to insider trading policies (e.g., Groupe Casino policy) apply; ; others immediate from February 2025

June 30, 2026

AMF General Regulation updates effective; , covering certifications for financial instruments and prospectuses

Within 3 trading days Deadline

PDMRs must report securities transactions; to issuer and AMF

Suggested considerations

• Update insider policies: Incorporate AMF-recommended black-out periods (30/15 days), definitions of inside information, and restrictions on index products/derivatives.
• Enhance training and awareness: Train PDMRs, insiders, and staff on MAR prohibitions; formalize in codes of ethics per AMF-AFA joint call (July 9, 2025).
• Strengthen surveillance: Implement transaction monitoring, insider lists (per MAR Article 8), whistleblowing mechanisms, and controls on gifts/invitations.
• Report promptly: PDMRs submit transactions via AMF portal; issuers disclose inside information immediately.
• Conduct audits: Review compliance functions for disciplinary oversight and breach detection, aligning with AMF inspection findings.

What changed

This is an enforcement action, not a regulatory change; it reaffirms existing MAR requirements under Articles 7 (inside information definition), 8 (insider lists), 14 (insider dealing prohibition), 17 (public disclosure), and 19 (PDMR trading restrictions, including 30-day black-out periods before financial results). No new rules are introduced, but it highlights AMF's reliance on firms for detection via internal policies, whistleblowing, and gift/invitation controls, as echoed in recent AMF-AFA guidance.

Key dates

2024-05-31

The CFPB published Use of Digital User Accounts to Access Buy Now, Pay Later Loans at 89 Fed. Reg. 47,068, treating covered BNPL lenders as card issuers under Regulation Z.

2025-05-06

The CFPB announced that it would not prioritize enforcement actions based on the BNPL interpretive rule and was contemplating rescission.

2025-05-12

The CFPB subsequently withdrew the 2024 BNPL interpretive rule as part of its withdrawal of guidance documents.

Suggested considerations

• Compliance teams may wish to document the distinction between the CFPB's enforcement-priority statement and a formal repeal, noting that the announcement itself did not provide a safe harbor from the Truth in Lending Act, Regulation Z, UDAAP, Fair Credit Reporting Act, or applicable state law.
• BNPL providers should consider preserving existing Regulation Z implementation records, including disclosures, account statements, dispute and error-resolution procedures, refund processes, complaint files, and change-management documentation, because the CFPB's announcement did not authorize retrospective noncompliance and future policy could change.
• Firms may wish to verify the current status of the 2024 interpretive rule and monitor CFPB Federal Register notices, supervisory publications, litigation developments, and any replacement rule or guidance.
• Product and legal teams should consider reassessing whether each BNPL product is subject to Regulation Z based on its structure and applicable statutory provisions, rather than relying solely on the withdrawn interpretive rule.
• Compliance teams may wish to continue testing disclosures, payment schedules, fees, refund handling, billing-error response, complaint management, and marketing for compliance with remaining federal and state requirements.
• Multi-state providers should consider separately reviewing state licensing, rate, fee, disclosure, dispute-resolution, privacy, and unfair-practices requirements; independent commentary specifically identified New York legislation imposing BNPL licensing and supervision requirements, a 16 percent interest cap, fee restrictions, and additional consumer safeguards.
• Firms may wish to maintain contingency plans that allow rapid restoration or modification of credit-card-style Regulation Z controls if federal enforcement priorities or the legal status of BNPL products changes.

What changed

The CFPB stated that enforcement actions based on Use of Digital User Accounts to Access Buy Now, Pay Later Loans, 89 Fed. Reg. 47,068 (May 31, 2024), would not be a priority. The Bureau said it would redirect enforcement and supervision resources toward pressing consumer threats, particularly those involving servicemembers, veterans, taxpayers, and small businesses. The Bureau also said it was contemplating appropriate action to rescind the interpretive rule; subsequent CFPB materials identified the rule as withdrawn on 2025-05-12.