Client Alert

Latin American Issuers Advised to Consider Effects of Revamped EU Market Abuse Regulations

August 18, 2016


Joy K. Gallup,

Cathleen E. McLaughlin,

Veronica Rodriguez,

Michael L. Fitzgerald,

& Arturo Carrillo

Any Latin American issuer contemplating listing securities on the Irish Stock Exchange or the Luxembourg Stock Exchange or with securities currently admitted to trading on a securities market in the European Union should consider the impact of recently implemented changes to the EU market abuse rules. The EU Market Abuse Regulation,[1] which became effective on July 3, 2016, broadens the scope of certain regulations beyond the primary EU markets to include markets such as the Global Exchange Market (GEM) of the Irish Stock Exchange and the Euro MTF of the Luxembourg Stock Exchange.

Many Latin American issuers have listed their debt securities on the GEM or the Euro MTF, which are classified as “multilateral trading facilities” under the EU Markets in Financial Instruments Directive (MiFID)[2] and were previously exempt from regulation under the now-repealed Market Abuse Directive of 2003.[3] As a result of the new Market Abuse Regulation, these issuers will be subject to broader disclosure and recordkeeping obligations.

The Market Abuse Regulation seeks to prohibit market manipulation and insider trading. The new requirements applicable to securities issuers include informing the public about inside information that concerns the issuer in a timely manner, maintaining lists of persons with access to inside information and requiring that such persons acknowledge in writing their legal duties under the Market Abuse Regulation, among other things. The Market Abuse Regulation requires EU member states to enact administrative sanctions for these requirements.

Latin American companies with securities listed on the Euro MTF, the GEM or any other EU multilateral trading facility, organized trading facility or swap execution facility, or which has financial instruments traded over-the-counter that may affect an underlying covered market, should be aware of these legal requirements. Such issuers should take steps to update their disclosure and recordkeeping procedures accordingly, or consider alternatives to listing in those markets.

Lastly, Latin American issuers with securities currently listed on the Irish Stock Exchange or the Luxembourg Stock Exchange should, to the extent permissible under the indenture governing the securities listed, analyze the benefits of listing in other non-EU jurisdictions.

[1]   Regulation No 596/2014 on market abuse.

[2]   Directive 2004/39/EC.

[3]  Directive 2003/6/EC on market abuse.

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