17.05.2017 | KPMG Law Insights

Investment law – Investment | Law | Compact – Issue 5/2017

Dear Readers,

the national implementation of MiFID2 in Germany is in its final stages.

At the end of last week, the Bundesrat (upper house of the German parliament) also approved the Second Financial Market Amendment Act (2. FiMaNoG), so that it can enter into force as planned.

Shortly before, the Federal Ministry of Finance had published the revised Securities Services Conduct and Organization Ordinance (WpDVerOV) in draft form.

The new WpDVerOV is eagerly awaited in the industry, as it is intended, among other things, to specify the conditions under which commissions may be collected or paid in financial sales in the future.

With warm regards

Henning Brockhaus

National legislation

Bundesrat approves Second Financial Market Amendment Act (2. FiMaNoG)

In its meeting on May 12, 2017, the Bundesrat approved the Second Act to Amend Financial Market Regulations Based on European Legal Acts (Second Financial Market Amendment Act – 2nd FiMaNoG).

The Act enshrines in German law a number of European legal acts adopted in the aftermath of the financial crisis to improve the integrity and transparency of financial markets and investor protection.

In particular, it transposes the amended Financial Markets Directive MiFID2 into national law. Amendments include the German Securities Trading Act (WpHG), the German Banking Act (KWG) and the German Investment Code (KAGB).

Most of the 2nd FiMaNoG will come into force at the beginning of January 2018. You can access the Federal Council version here.

European legislation

Revision of the EuSEF and EuVECA Regulation

The EU Parliament has adopted the draft report on the revision of the regulations for European Social Entrepreneurship Funds (EuSEFs) and European Venture Capital Funds (EuVECAs).

The amendments to the EU Commission’s proposal are intended to clarify that the dissemination of draft fund documents does not constitute distribution if it is not yet possible to subscribe to fund units at that time. According to this, sales will not begin until the documentation is final.

Trilogue negotiations to revise the regulations began on May 11, 2017.

National legislation

Draft bill of the revised WpDVerOV published

On May 9, 2017, the German Federal Ministry of Finance (BMF) published the draft bill of the revised Securities Services Conduct and Organization Ordinance (WpDVerOV) for consultation.

The revision of the WpDVerOV is based on amendments to the WpHG and takes place in the course of the implementation of MiFID2 and the Delegated Directive (EU) 2017/593 of 7 April 2016 (Delegated Directive).

In particular, the WpDVerOV transposes the parts of the Delegated Directive that have not yet been implemented by the Second Financial Market Amendment Act into national law. The ordinance contains, among other things, the concretizations on the admissibility of grants and research.

With regard to the future treatment of benefits, the BMF largely follows the provisions of the Delegated Directive in its draft. However, the German legislator goes beyond the examples of quality-improving measures listed in the Delegated Directive and leaves it at the possibility already provided for in the draft bill of the 2nd FiMaNoG of September 29, 2016, that a widely ramified regional branch network may also be suitable for improving the quality of the investment service.

The consultation period runs until May 30, 2017. The draft of the revised WpDVerOV can be found here.

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Henning Brockhaus


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