EU Guidance

MiFID replaces the current Investment Services Directive (ISD) which aimed to harmonise conditions governing the operation of regulated markets and to set out provisions governing the organisational and conduct of business requirements that should apply to firms.

MiFID has the same basic purpose but it makes significant changes to the regulatory framework to reflect developments in financial services and markets since the ISD was implemented.

ifs ProShare's Briefing Paper on the impact of MiFID on employee share plans in the UK (PDF)

FSA's guidance confirming their view that the exclusion in Article 71RAO is limited to the activities of group companies or trustees and not third party administrators acting otherwise than in their capacity as trustees

The EU Prospectus Directive (PD) sets out the obligations for issuers of securities that are offered to the public or admitted to trading on a regulated market in the EU. It has implications for all companies operating employee share plans in the EU.

The Directive is unclear and ambiguous in relation to its application to employee share plans so ifs ProShare's EU Focus Group has been and continues to be in dialogue with representatives of the EU Commission Internal Market Directorate-General and the FSA in an attempt to obtain clarification.

Following two meetings of ifs ProShare's EU Focus Group with representatives of the EU Commission Internal Market Directorate-General and the FSA to discuss the EU Prospectus Directive and its application to employee share plans, a formal Meeting Note has been prepared.

See below for both Notes of Meeting which have been agreed with representatives of the EU Commission and the FSA with the proviso that the Meeting Note is provided for information purposes only and should not be relied upon as advice. Readers should seek specific advice on this topic from their usual adviser or their competent regulatory authority.

• Meeting Note of the first meeting - 12 July 2005 (PDF)
• Meeting Note of the second meeting – 25 November 2005 (PDF)

We will keep you posted of any further meetings held with these bodies. In the meantime, if you have any general questions regarding the Directive, please forward them to Fiona Downes.

The Committee of European Securities Regulators (CESR) has published an FAQ document in connection with the EU Prospectus Directive setting out interpretations commonly agreed by CESR members, including reference to Employee Share Schemes in Sections 4 and 5.

View the document on the CESR website .

CESR has published (June 2007) its findings in connection with a consultation on the EU Prospectus Directive. Reference to employee share schemes is found in paragraphs 113-121.

View the document on the CESR website .