Capital Markets & Trading

What Changed

• - ESMA clarifies what constitutes a “defined ranking system” under the EU ESG Ratings Regulation (ESGRR), including when rating scales, score bands or league tables will be regarded as a ranking...
• ESMA sets out transitional provisions for existing ESG rating providers active before ESGRR application, detailing conditions and timelines under which they may continue operating while completing...
• ESMA explains how ESG rating providers established after the ESGRR date of entry into force must comply, including the need to obtain authorisation/registration before commencing activity in the EU...
• ESMA defines what qualifies as “material changes to registration information” for ESG rating providers under ESGRR, indicating the types of changes (e.g.
• Under MAR and Commission Delegated Regulation (EU) 2016/957, ESMA clarifies expectations regarding the annually conducted audit of market soundings arrangements, including scope, independence of the...

Suggested Considerations

• Map all existing and planned ESG rating products against ESMA’s clarified concept of a “defined ranking system” and update methodologies, scales, and disclosures to ensure they meet ESGRR and Q&A expectations.
• For ESG rating providers operating before 02 July 2026, develop and execute a documented transitional compliance plan that aligns governance, methodologies, data controls and transparency with ESGRR, ensuring timely notification to ESMA within one month from 02 July 2026.
• For entities intending to launch ESG rating activities after ESGRR entry into force, prepare and submit complete authorisation or registration files to ESMA before commencing rating activity, incorporating the Q&A guidance on initial registration requirements.
• Establish or enhance a formal process to identify, assess and record “material changes to registration information” for ESG rating providers, and implement controls to ensure ESMA is notified within required timelines before or immediately after such changes, as specified in the Q&A.
• Review and update MAR compliance frameworks, with particular focus on market soundings procedures, to incorporate ESMA’s expectations on the scope, independence, and documentation of the annually conducted audit required under Commission Delegated Regulation (EU) 2016/957.

Key Dates

References

• [1] esma.europa.eu/press-news/esma-news/new-qas-available-26
• [2] esma.europa.eu/press-news/esma-news/new-qa-tool-launched
• [3] esma.europa.eu/press-news/esma-news/new-qas-available-19
• [4] esma.europa.eu/press-news/esma-news/esma-publishes-new-qa...
• [5] esma.europa.eu/press-news/esma-news/new-qas-available-23
• [6] esma.europa.eu/press-news/esma-news/new-qa-available
• [7] esma.europa.eu/press-news/consultations
• [8] centralbank.ie/regulation/markets-update/esma-guidelines-...

What Changed

• - The PRA finalises amendments to the Reporting Pillar 2 Part of the PRA Rulebook, including updated Pillar 2 data items (FSA072–FSA076 and FSA081) and an updated Pillar 2 reporting schedule, with...
• The PRA issues an updated Statement of Policy (SoP) 5/15 – The PRA’s methodologies for setting Pillar 2 capital, providing revised methodologies across credit, operational, pension obligation, market...
• The PRA issues an updated SoP 5/25 – The PRA’s methodologies for setting Pillar 2 capital for Small Domestic Deposit Takers (SDDTs), tailoring Pillar 2A approaches and expectations for SDDTs.
• The PRA updates Supervisory Statement (SS) 31/15 – ICAAP and SREP, clarifying expectations on how firms should assess, document and justify Pillar 2A capital in ICAAPs, including how to reflect...
• The PRA updates SS 4/25 – ICAAP and SREP for SDDTs, setting proportionate ICAAP expectations and aligning SDDT guidance with the revised Pillar 2A framework.

Suggested Considerations

• Map your firm’s current Pillar 2A capital framework against the updated SoP 5/15 and, where applicable, SoP 5/25 to identify methodology changes across credit, operational, pension, market and counterparty credit risk.
• Update ICAAP methodologies, models and documentation to reflect revised PRA expectations, including new or enhanced use of credit risk and operational risk scenarios and any updated calibration standards.
• Review and, where necessary, redesign ICAAP governance (board oversight, senior management ownership, model risk and validation frameworks) to ensure that new scenario‑driven and systematic Pillar 2A methodologies are subject to appropriate challenge and approval.
• For firms with material sovereign, central bank, regional government or unconditionally cancellable retail exposures, implement the new systematic Pillar 2A credit risk methodologies and assess the impact on capital requirements and risk‑weighted exposure allocation.
• For firms with significant operational risk, enhance scenario analysis frameworks to capture low‑frequency, high‑severity loss events at the PRA’s expected soundness level, and embed these outputs into ICAAP capital quantification.

Key Dates

References

• [1] finreg.aoshearman.com/PRA-Phase-1-of-Pillar-2A-review
• [2] addleshawgoddard.com/en/insights/insights-briefings/2025/...
• [3] bankofengland.co.uk/prudential-regulation/publication/202...
• [4] deloitte.com/uk/en/blogs/ecrs/the-pra-pillar-2a-framework...
• [5] finreg-e.com/pillar-2a-reform-pra-compliance-finrege/
• [6] afme.eu/media/runaekaf/250930-afme-response-to-pra-cp-122...
• [7] ukfinance.org.uk/policy-and-guidance/consultation-respons...

What Changed

• - The PRA has finalised new and restated PRA Rulebook Glossary definitions that replace the CRR definitions previously found in Articles 4, 4A, 4B and 5 for PRA Rulebook purposes.
• The PRA has made consequential amendments across other Parts of the PRA Rulebook to align internal cross-references and terminology with the new glossary structure.
• The PRA has updated Supervisory Statement SS15/13 – Groups to reflect the transfer of CRR definitions into the PRA Rulebook framework.
• The PRA has stated that the vast majority of definitions are restated without substantive policy change, but some definitions were clarified for drafting consistency and readability.
• HM Treasury has set the legislative timetable so that the relevant CRR Articles 4–5 will be revoked from 1 January 2027, while the statutory restatement of selected definitions was made in April 2026.

Suggested Considerations

• Review all internal policies, manuals, and regulatory interpretation documents that currently cite CRR Articles 4, 4A, 4B, or 5 and replace those references with the corresponding PRA Rulebook Glossary definitions.
• Update capital adequacy, prudential reporting, and risk management systems to use the new PRA Rulebook terminology where definitions have moved from the CRR text.
• Reconcile group supervision materials, governance papers, and consolidation analyses against the revised SS15/13 wording to ensure group structures are assessed using the updated definitions.
• Map every affected business line and legal entity to determine which Rulebook Parts and counterparties rely on the transferred CRR definitions.
• Test template agreements, customer disclosures, and internal controls for terminology drift where contractual drafting depends on CRR-defined concepts.

Key Dates

References

• [1] finreg.aoshearman.com/uk-pra-final-policy-on-restatement-...
• [2] bankofengland.co.uk/prudential-regulation/publication/202...
• [3] cms.law/en/gbr/regulatory-news/pra-cp19-25-crr-definition...
• [4] prarulebook.co.uk/legal-instruments?subchapter=6518f952dc...
• [5] bankofengland.co.uk/prudential-regulation/publication/202...
• [6] prarulebook.co.uk/legal-instruments?rule=63da81b30a81496b...
• [7] prarulebook.co.uk

What Changed

• - ESMA proposes revised Guidelines on standardised procedures and messaging protocols for allocations and confirmations under CSDR Settlement Discipline, specifically to support the transition to a...
• The guidelines will mandate the use of electronic, standardised communication channels for post‑trade allocations and confirmations, moving away from mixed paper / manual practice to fully electronic...
• Firms will be required to use international messaging standards (e.g. ISO‑based protocols) for post‑trade communication, to ensure interoperability and faster straight‑through processing across EU...
• The guidelines remove references to non‑electronic and non‑machine‑readable methods, including oral allocations and confirmations, except where there is a temporary technical disruption that prevents...
• The revisions are explicitly aligned with ESMA’s Final Report on Amendments to the CSDR RTS on Settlement Discipline, which introduce same‑day timing for allocations and machine‑readable formats for...

Suggested Considerations

• Map all current allocation and confirmation workflows and identify any use of non‑electronic, non‑standardised or non‑machine‑readable communication (including email attachments, faxes, PDFs, and oral instructions).
• Develop and execute a remediation plan to replace manual or oral allocation and confirmation processes with fully electronic, machine‑readable workflows using recognised international messaging standards.
• Review and update front‑to‑back trade processing systems (OMS, EMS, middle‑office, back‑office, matching engines) to ensure they can generate, receive and process standardised electronic allocation and confirmation messages within same‑day T+1‑compatible timelines.
• Engage with CSDs, custodians, brokers, counterparties and third‑party vendors to confirm their roadmap and readiness for the mandated electronic standards and to align implementation timelines to the 7 December 2026 application date.
• Update contractual documentation with clients and counterparties (including terms of business and service level agreements) to incorporate obligations for electronic, standardised, machine‑readable allocations and confirmations and to remove reliance on manual methods except as contingency.

Key Dates

References

• [1] esma.europa.eu/press-news/esma-news/esma-proposes-key-ref...
• [2] gfma.org/wp-content/uploads/2023/12/esma_cp1_sett_gfmas-g...
• [3] icmagroup.org/News/news-in-brief/icma-responds-to-esmas-c...
• [4] esma.europa.eu/esmas-activities/markets-and-infrastructur...
• [5] marketsmedia.com/esma-proposes-settlement-reforms-for-t1/
• [6] cssf.lu/en/t1-settlement-preparing-for-the-future-of-euro...
• [7] esma.europa.eu/sites/default/files/2025-06/High-level_Roa...
• [8] esma.europa.eu/sites/default/files/2025-10/ESMA74-2119945...

What Changed

• - The CBI formally recognises tokenisation and shared, programmable ledgers as a likely core infrastructure of the future financial system and signals that regulation will evolve to treat tokenised...
• The speech confirms that CBI’s regulatory approach will be “technology‑neutral but not technology‑blind”, indicating that existing EU and Irish rules (e.g.
• The CBI emphasises the need to keep central bank money at the core of tokenised finance, aligning its stance with Eurosystem work on wholesale and retail central bank digital currency (CBDC) and...
• The speech reinforces that tokenised instruments representing traditional financial assets (securities, deposits, fund units) will generally be treated as regulated financial instruments, triggering...
• The CBI highlights operational resilience, cyber risk, interoperability and smart‑contract governance as critical supervisory focus areas for tokenised finance infrastructure and platforms.

Suggested Considerations

• Map all current and planned tokenisation and DLT initiatives (including pilots and proofs of concept) across the group and identify which EU and Irish regulatory regimes they fall under (MiFID II, UCITS, AIFMD, CRR/CRD, PSD2/PSR, Solvency II, MiCA, DORA, etc.).
• Perform a regulatory gap analysis to confirm that tokenised products and services are fully captured within existing licensing permissions and assess whether any variation of permission, new authorisation, or recognition as a market infrastructure is required.
• Review and update governance arrangements so that boards and senior management explicitly oversee tokenisation strategies, risk appetite, and the use of DLT, including ensuring clear allocation of responsibilities under the firm’s senior manager or fitness and probity framework.
• Integrate tokenisation‑specific risks into the firm’s risk management framework, covering legal enforceability of tokens, smart‑contract risk, cyber and operational resilience, data integrity, interoperability, concentration risk in technology providers, and settlement and counterparty risk.
• Review outsourcing and third‑party risk management frameworks to ensure that DLT platform providers, smart‑contract developers, node operators and custodians are treated as critical or important outsourced service providers where appropriate, with robust contractual, oversight and exit provisions.

Key Dates

References

• [1] centralbank.ie/news/article/press-release-discussion-pape...
• [2] youtube.com/watch?v=OuSFC9tp3r4
• [3] fsb.org/uploads/P221024-2.pdf
• [4] bis.org/speeches/sp251128.pdf
• [5] ecb.europa.eu/press/key/date/2026/html/ecb.sp260415~868b5...
• [6] moodys.com/web/en/us/insights/podcasts/credit-currents/to...
• [7] jbs.cam.ac.uk/wp-content/uploads/2026/02/2026-ccaf-tokeni...
• [8] chainalysis.com/financial-institutions/

What Changed

• - The decision reiterates and operationalises the definition of “inside information” under the EU Market Abuse Regulation (MAR, Regulation (EU) No 596/2014), confirming that information relating to a...
• The Enforcement Committee shows that it will infer possession and use of inside information from a combination of factors (plausible transmission channels, atypical trading patterns, timing around...
• The decision confirms that the use of inside information through trading on own account and on the account of closely related persons (spouse, parent) will be treated as separate instances of misuse...
• The Committee explicitly treats recommendations to invest made on the basis of inside information as a distinct form of insider dealing, exposing the recommender to sanctions even if they do not...
• The ruling reinforces that relatives and close associates (here, cousins) who act on such recommendations can be sanctioned for insider dealing, even when they are not employees or insiders of the...

Suggested Considerations

• Review and update MAR market abuse policies to explicitly cover the prohibition on recommending or inducing others to trade on the basis of inside information, including for non-staff related persons.
• Enhance insider dealing surveillance scenarios to capture atypical trading patterns before takeover or M&A announcements, including trading by retail clients and accounts linked to employees’ family members where identifiable.
• Tighten procedures for the management of inside information during corporate transactions (takeovers, mergers, acquisitions), including clear designation of insiders, controlled information flows, and logging of who is aware of pending deals.
• Strengthen controls around potential transmission channels for inside information, including guidance and monitoring for staff who may informally share information with relatives or friends, and explicitly prohibit such behaviour in codes of conduct.
• Provide targeted MAR training to staff, senior management, and high‑risk functions (M&A, corporate finance, strategy, legal, finance) that uses this case as an example of how the AMF infers insider dealing and the consequences for both insiders and relatives.

Key Dates

References

• [1] amf-france.org/en/news-publications/news-releases/amf-new...
• [2] amf-france.org/en/news-publications/news-releases/enforce...
• [3] amf-france.org/en/news-publications/news-releases/enforce...
• [4] amf-france.org/en/news-publications/news-releases/enforce...
• [5] amf-france.org/en/news-publications/news-releases/enforce...
• [6] amf-france.org/en/news-publications/news-releases/enforce...
• [7] amf-france.org/en/news-publications/news-releases/enforce...
• [8] amf-france.org/en/news-publications/news-releases/enforce...

What Changed

• - Circular IML 91/75, which set out rules for Luxembourg undertakings governed by the Law of 30 March 1988 on undertakings for collective investment, is repealed in full with effect from 22 May 2026...
• All amendments to Circular IML 91/75 introduced by Circulars CSSF 05/177, 18/697, 21/790, 22/811 and 25/901 are implicitly repealed as part of the repeal of IML 91/75 itself.
• The regulatory expectations previously contained in IML 91/75 are now either superseded by later Luxembourg fund laws (including post‑1988 UCI legislation and regimes for SICARs and SIFs), later CSSF...
• The historical link to the Law of 30 March 1988 on undertakings for collective investment is effectively severed at circular level, confirming that the operative framework is now the modern suite of...
• IML 91/75 is flagged as archived by the CSSF as of 22 May 2026, clarifying that it has no continuing normative or interpretative value as a live supervisory instrument.

Suggested Considerations

• Identify and inventory all internal and external documents (including policies, procedures, compliance manuals, prospectuses, offering documents, service agreements and SLAs) that reference Circular IML 91/75 or its amending Circulars CSSF 05/177, 18/697, 21/790, 22/811 and 25/901.
• Remove or replace all references to Circular IML 91/75 and its amending circulars in compliance frameworks, manuals, registers of applicable rules and control libraries, ensuring they are mapped instead to the current applicable UCI, SIF, SICAR, AIFM and relevant CSSF circulars.
• Perform a gap analysis to confirm that all substantive topics previously governed by IML 91/75 in your framework are now fully covered by current Luxembourg laws, EU fund regulations and up‑to‑date CSSF circulars and FAQs.
• Update training materials and onboarding content for compliance, portfolio management, risk and operations staff to reflect that IML 91/75 has been repealed and to direct staff to the current legal and regulatory sources governing UCIs and alternative funds.
• Adjust internal audit and compliance monitoring programs so that any test steps or key controls referencing IML 91/75 are updated to reference the applicable current provisions and CSSF administrative practice.

Key Dates

References

• [1] cssf.lu/en/2026/05/repeal-of-circular-iml-91-75/

What Changed

• - The conviction reinforces the SFC’s enforcement position that “counselling or procuring” another person to trade, including a close family member, while in possession of inside information...
• The case highlights that use of personal communication channels (e.g., WhatsApp) to direct trading can be decisive evidence in insider dealing prosecutions, increasing expectations that firms monitor...
• The conviction confirms that controlling shareholders and chairpersons of Hong Kong–listed companies are expected to treat negotiations for disposal of control stakes, memoranda of understanding...
• The SFC has publicly quantified the estimated illicit profits (over HK$1 million) earned via the relative’s trading, signalling a continued focus on disgorgement and benefit analysis in enforcement...
• The case continues the SFC’s trend of using criminal prosecution, rather than solely civil Market Misconduct Tribunal proceedings, for insider dealing involving abuse of senior positions and close...

Suggested Considerations

• Review and update insider dealing and market misconduct policies to explicitly cover “counselling or procuring” trading by family members, nominees, and other connected persons, in line with Part XIII and Part XIV of the Securities and Futures Ordinance (Cap. 571).
• Update staff and director training materials to include concrete examples of prohibited conduct, including funding relatives’ accounts and giving trading instructions via messaging apps while in possession of inside information about control transactions, MOUs, or earnest money arrangements.
• Strengthen personal account dealing policies to require pre‑clearance and enhanced scrutiny for trades in securities of issuers where the employee, director, or major shareholder is directly or indirectly involved in control stake negotiations or other price‑sensitive corporate events.
• Implement or enhance procedures to identify and log potential inside information events (such as MOUs for stake sales, receipt of earnest money, or other significant transaction milestones) and to trigger trading blackouts for relevant insiders and their close associates.
• Conduct targeted thematic reviews of recent and ongoing corporate finance mandates and control stake transactions handled by the firm to identify any gaps in information barriers, wall‑crossing procedures, or monitoring of insiders’ and their relatives’ trading activities.

Key Dates

References

• [1] scmp.com/business/article/3300417/sfc-starts-insider-case...
• [2] fxnewsgroup.com/forex-news/regulatory/hk-regulator-commen...
• [3] english.dotdotnews.com/a/202508/26/AP68ad23a4e4b08d290534...
• [4] apps.sfc.hk/edistributionWeb/gateway/EN/news-and-announce...
• [5] sfc.hk/en/SFC-Search/Search?text=Pak&ui_lang=tc

What Changed

• - The CFTC Division of Enforcement has adopted a new, unified cooperation policy that expressly supersedes all prior Division cooperation and self‑reporting advisories (including the 2017 corporate...
• The new advisory establishes a clear “declination pathway” under which, absent aggravating circumstances, a respondent that voluntarily self‑reports, fully cooperates, timely and appropriately...
• The advisory formalizes that voluntary self‑reporting is a central prerequisite for the highest level of credit, distinguishing between cases with self‑reports (potential declination or high...
• The policy confirms that “full cooperation” will be a necessary condition for a declination, which in practice will require proactive, resource‑intensive engagement with Enforcement beyond mere...
• The advisory codifies that timely and appropriate remediation is a separate and indispensable requirement for top‑tier outcomes, emphasizing that firms must implement corrective measures before...

Suggested Considerations

• Identify and catalogue all existing internal policies, playbooks, and checklists relating to CFTC investigations, dawn raids, inquiries, self‑reporting, and cooperation, and amend them to reflect the new advisory’s superseding status.
• Update the firm’s enforcement‑response framework to explicitly incorporate the new declination pathway, including clear decision criteria for when and how to voluntarily self‑report potential CFTC violations.
• Establish or refine escalation triggers for potential insider trading, fraud, manipulation, and market abuse in CFTC‑regulated markets to ensure that issues can be investigated and elevated quickly enough to support “prompt” and “voluntary” self‑reporting.
• Design and document a structured internal investigation protocol that can generate the level of factual development, analysis, and documentation needed to demonstrate “full cooperation,” including protocols for sharing findings, data, and analytics with the CFTC where appropriate.
• Implement procedures to rapidly secure, preserve, and collect relevant trading records, communications (including messaging apps), surveillance alerts, and algorithmic trading data so that the firm can cooperate effectively and avoid any appearance of obstruction or delay.

Key Dates

References

• [1] jdsupra.com/legalnews/cftc-s-division-of-enforcement-issu...
• [2] cliffordchance.com/content/dam/cliffordchance/briefings/2...
• [3] skadden.com/-/media/files/publications/2020/11/cftc-issue...
• [4] sidley.com/en/insights/newsupdates/2025/03/us-cftc-enforc...
• [5] cftc.gov/media/11821/EnfAdv_Resolutions022525/download
• [6] cftc.gov/PressRoom/PressReleases
• [7] morganlewis.com/pubs/2025/03/cftc-enforcement-replaces-pr...
• [8] cftc.gov/sites/default/files/idc/groups/public/@lrenforce...

What Changed

• *(Based on the SEC’s description and consistent with prior offering‑reform initiatives; specific rule and form cites will need to be confirmed against the proposing release once reviewed in full.)*
• The SEC proposes to modernize the shelf registration process for Form S‑3 and F‑3 issuers, including expanded use of automatic or “universal” shelves and greater flexibility to add classes of...
• The proposal would streamline incorporation by reference, allowing more categories of Exchange Act reports and exhibits to be incorporated into Securities Act registration statements and prospectuses...
• The SEC proposes to expand the use of “access equals delivery” for final prospectuses, permitting issuers in additional circumstances to satisfy Securities Act Section 5(b)(2) delivery requirements...
• The reforms would broaden the range of permissible communications in connection with registered offerings, including issuer and underwriter use of certain factual and forward‑looking information,...

Suggested Considerations

• Monitor the Federal Register and SEC website for the full proposing release text and the precise comment deadline for this rulemaking.
• Coordinate among legal, finance, and investor relations teams to prepare and submit a comment letter to the SEC addressing practical implications of the proposed offering and reporting reforms for your issuer, including any concerns about liability, operational feasibility, and investor impact.
• Inventory all existing shelf registration statements (including automatic shelves), universal shelves, and continuous‑offering programs and identify where proposed changes to shelf mechanics, incorporation by reference, or prospectus updating could affect structure, timing, or disclosure.
• Review current offering communication practices, including use of free writing prospectuses, roadshow materials, and research reports, and map them against the proposed expanded communications safe harbors to determine what additional flexibilities could be used in future offerings.
• Assess your firm’s use of Exchange Act reports incorporated by reference into Securities Act registration statements and plan to revise drafting and review procedures to take advantage of streamlined incorporation while managing Securities Act liability for incorporated information.

Key Dates

References

• [1] akingump.com/en/insights/alerts/sec-proposes-changes-to-r...
• [2] proskauer.com/alert/sec-proposes-reforms-for-business-dev...
• [3] sec.gov/files/rules/final/33-8591.pdf
• [4] skadden.com/insights/publications/2026/2026-insights/regu...
• [5] sec.gov/resources-small-businesses/small-business-complia...
• [6] sec.gov/rules-regulations/rulemaking-activity
• [7] scholarship.law.duke.edu/cgi/viewcontent.cgi?article=1182...
• [8] sullcrom.com/SullivanCromwell/_Assets/PDFs/Memos/SC-Publi...

What Changed

• - Circular CSSF 26/911 replaces Circular CSSF 25/877 and integrates ESMA’s 2025 Guidelines on stress test scenarios under Article 28 of Regulation (EU) 2017/1131 (MMFR), making the updated scenarios...
• The 2025 ESMA Guidelines (Ref. ESMA50-481369926-30585) update the common reference stress test parameters for MMFs, reflecting more recent market conditions and liquidity risk drivers than the 2024...
• The circular clarifies that MMFs and MMF managers must use the updated 2025 ESMA stress test scenarios when preparing the MMF reporting required under the MMFR and the related Commission Implementing...
• Circular CSSF 26/911 confirms that the 2025 Guidelines and their translations, published by ESMA on 26 March 2026, are now integrated into CSSF supervisory practice, following the ESMA process...
• The circular reiterates that MMFs and their managers must tailor the ESMA reference scenarios to the specificities of each MMF, adding additional risk factors or requirements where needed to ensure...

Suggested Considerations

• Identify all MMFs and MMF mandates in scope of Regulation (EU) 2017/1131 for which the CSSF is the competent authority and confirm that they are currently using the 2024 ESMA stress test framework under Circular CSSF 25/877.
• Obtain and review in detail the ESMA 2025 Guidelines on stress test scenarios (ESMA50-481369926-30585) and the annexed parameters as integrated by Circular CSSF 26/911, comparing them line‑by‑line to the 2024 version to map all methodological and parameter changes.
• Update the MMF stress testing policy and procedures to reference Circular CSSF 26/911 and the 2025 ESMA Guidelines, including explicit descriptions of the scenarios, calibration choices, modelling techniques, and governance for scenario approval.
• Recalibrate stress testing models and tools used for MMFs to reflect the 2025 common reference parameters, ensuring that interest rate shocks, credit spread moves, liquidity shocks, redemption scenarios, and concentration risks are aligned with the new ESMA specifications.
• Perform impact analyses on representative MMFs using both 2024 and 2025 parameters to quantify changes in stress outcomes, and prepare internal briefing materials for senior management and boards explaining the impacts on liquidity and risk profiles.

Key Dates

References

• [1] bdo.lu/en-gb/insights-en/advisory-en/cssf-circular-26-906...
• [2] cssf.lu/wp-content/uploads/cssf26_911eng.pdf
• [3] loyensloeff.com/insights/news--events/news/circular-cssf-...
• [4] klgates.com/Luxembourgs-CSSF-Circular-26/906-on-Central-A...
• [5] pwc.lu/en/newsletter/2026/cssf-circular-26-906-in-focus.html
• [6] cms.law/en/lux/legal-updates/circular-cssf-26-906-compile...
• [7] cssf.lu/en/Document/circular-cssf-26-904/
• [8] cssf.lu/en/Document/circular-cssf-26-909/

What Changed

• - The SEC has rescinded the policy in Rule 202.5(e) of its informal Rules of Practice that conditioned settlements involving sanctions on the respondent’s agreement not to publicly deny the...
• Settling parties in SEC enforcement actions may now have greater scope to make public statements that deny or contest aspects of the SEC’s allegations, subject to the specific language of each...
• The traditional “neither admit nor deny” construct will no longer automatically include a built‑in prohibition on denials, which means the SEC staff will need to negotiate any desired limitations on...
• Communications and disclosure provisions in SEC settlement papers (including “undertakings” and clauses governing press releases and investor communications) are likely to become more tailored and...
• The rescission increases the importance of alignment between legal, compliance, and communications teams when crafting public statements following an SEC settlement, because statements that deny...

Suggested Considerations

• Review existing internal playbooks for handling SEC investigations and settlements and update them to reflect the rescission of Rule 202.5(e), including how settlement language on admissions, denials, and public statements is negotiated.
• For matters currently under SEC investigation or in active settlement negotiations, direct outside and in‑house counsel to reassess settlement strategy, including whether to seek greater flexibility for post‑settlement denials or clarifications in the consent language and undertakings.
• Conduct an inventory of significant historical SEC settlements that included “no‑deny” provisions and identify where ongoing communications plans, disclosure narratives, or litigation strategies may be constrained by legacy language.
• For high‑impact historical orders with restrictive “no‑deny” clauses, obtain legal advice on whether and how to approach the SEC about potential modification or clarification of those provisions in light of the Commission’s changed policy.
• Train senior management, board members, and spokespersons on the revised SEC posture, emphasising that while denials may now be more permissible, inaccurate or overly aggressive denials could adversely affect ongoing private litigation, insurance recoveries, or relationships with other regulators.

Key Dates

References

• [1] sec.gov
• [2] usgovernmentmanual.gov/Agency?EntityId=JZfpg7xXgFk%3D&Par...
• [3] sec.gov/newsroom/press-releases/2024-174
• [4] sec.gov/newsroom/press-releases/2024-148
• [5] sec.gov/newsroom/press-releases/2024-98
• [6] sec.gov/newsroom/press-releases/2025-6
• [7] sec.gov/enforcement-litigation/litigation-releases
• [8] sec.gov/reports

What Changed

• - Streamlined Reporting Items: Amendments propose removing or simplifying certain Form PF fields, such as reducing detailed breakdowns of investment exposures, counterparty data, and performance...
• Adjusted Filing Thresholds: Raise thresholds for "large hedge fund advisers" and "large private equity advisers" (e.g., from $1.5B to potentially higher AUM levels for certain funds), limiting who...
• Simplified Calculations: Eliminate complex aggregation rules for master-feeder/parallel structures, revert to prior methods for inflows/outflows and AUM (e.g., no double-counting exclusions for...
• Event Reporting Relief: Propose delaying or narrowing 72-hour current event reporting (e.g., for large hedge funds under new Section 6), responding to burden complaints from 2024 amendments. These...

Suggested Considerations

• Review Proposal: Download full proposing release post-Federal Register publication; assess current Form PF processes against proposed simplifications (e.g., audit AUM calculations, exposure schedules).
• Submit Comments: File detailed feedback by comment deadline, focusing on burden estimates, implementation feasibility, and alternatives (e.g., via SEC's online portal); prioritize if your firm files quarterly/detailed sections.
• Update Systems: Map current reporting workflows to proposed changes; pilot simplified data pulls for inflows, performance, and structures; prepare for potential transition rules if adopted.
• Monitor Extensions: Track related no-action relief (e.g., CFTC Letter 25-50 for interim burden reduction) and Form N-PORT extensions.
• Internal Training: Educate compliance teams on threshold changes and event reporting tweaks to avoid over-reporting during transition.

Key Dates

References

• [1] sec.gov/newsroom/press-releases/2026-19-sec-proposes-amen...
• [2] corpgov.law.harvard.edu/2024/05/01/the-sec-and-cftc-overh...
• [3] kirkland.com/publications/kirkland-aim/2024/03/sec-increa...
• [4] willkie.com/publications/2024/03/sec-and-cftc-adopt-subst...
• [5] sec.gov/files/rules/final/2024/ia-6546.pdf
• [6] cftc.gov/csl/25-50/download
• [7] sec.gov/files/rules/final/2025/ia-6919.pdf
• [8] ici.org/news-release/sec-moves-to-reduce-burdensome-fund-...

What Changed

This is not a regulatory change but an enforcement precedent affirming existing rules under the Monetary and Financial Code (CMF), specifically Article L.642-2, which criminalizes obstruction of AMF inspections or investigations, including refusing access during authorized house searches. The ruling reiterates that even initial refusal of access constitutes obstruction, with courts upholding AMF operations via prior judicial authorization from the *Juge des Libertés et de la Détention*. It highlights dual administrative and criminal tracks, though a 2022 Constitutional Court decision (QPC no.

Suggested Considerations

• Immediate training: Conduct firm-wide sessions on AMF inspection protocols, emphasizing mandatory cooperation, document access, and avoiding any delay or refusal (e.g., scripted responses for employee interactions).
• Policy updates: Revise compliance manuals to explicitly prohibit obstruction, including scenarios like home searches for remote workers; designate 24/7 points of contact for AMF visits.
• Mock drills: Simulate AMF searches at offices and residences to test response times and access protocols.
• Legal readiness: Retain counsel experienced in CMF Article L.642-2 matters; pre-approve cooperation clauses in employee contracts.
• Reporting: Enhance internal surveillance to detect potential market abuse early, reducing investigation risks.

Key Dates

References

• [1] navacelle.law/sanctioning-obstructions-to-amf-investigati...
• [2] amf-france.org/en/news-publications/news-releases/amf-new...
• [3] amf-france.org/en/news-publications/news/pump-and-dump-pr...
• [4] amf-france.org/en/news-publications/news-releases/amf-new...
• [5] navacelle.law/the-paris-criminal-court-issues-its-first-d...
• [6] mlex.com/mlex/financial-services/articles/2465773/france-...
• [7] practiceguides.chambers.com/practice-guides/international...
• [8] debevoise.com/-/media/files/pdf/bc22_chapter-12--france.p...

What Changed

• - Legislative enhancements via IAF Act 2023: Introduced changes to strengthen CBI's investigation and prohibition powers under the F&P Regime, including additional safeguards for fair procedures in...
• Updated Regulations and Guidance (April 2023): CBI published revisions reflecting IAF Act changes, focusing on improved investigation and decision-making processes...
• CP-150 Consultation (2025): Led to updated Guidance on consolidated Fitness and Probity Standards, separate from F&P investigations...
• CP-166 Consultation on Supplemental Guidance: Public consultation on prohibitions closed 25 March 2026; final guidance expected summer 2026...

Suggested Considerations

• Review and implement April 2023 updated F&P Regulations and Guidance to ensure investigations and prohibitions incorporate IAF Act fair procedure safeguards (https://www.centralbank.ie/news/article/press-release-central-bank-statement-on-high-court-judgment-17-april-2026).
• Conduct internal audits of F&P processes, focusing on fair procedures (e.g., notice, representation rights) for senior executives in CF/PCF roles.
• Monitor and prepare for summer 2026 final guidance from CP-166 on prohibitions; submit any late feedback if applicable.
• Train compliance and HR teams on heightened procedural standards, referencing High Court emphasis on fair procedures.
• For firms in investment funds/asset management: Assess PCF suitability assessments against consolidated F&P Standards from CP-150.

References

• [1] algoodbody.com/insights-publications/court-affirms-centra...
• [2] centralbank.ie/news/article/press-release-public-statemen...
• [3] academic.oup.com/jids/article/15/3/474/7637709
• [4] suerf.org/wp-content/uploads/2023/11/f_36e729ec173b94133d...
• [5] harvardlawreview.org/wp-content/uploads/2010/12/vol_12402...
• [6] hsfkramer.com/notes/bankinglitigation/2025-04/high-court-...
• [7] supremecourt.gov/DocketPDF/25/25A312/376844/2025092509395...
• [8] cambridge.org/core/books/cambridge-handbook-of-immunities...

What Changed

There are no immediate regulatory changes; this is a fact-finding call for evidence to assess whether adjustments to the CRA Regulation are needed. ESMA seeks views on definitions (e.g., restricted subscription ratings as selectively distributed to limited subscribers with economic interest; private ratings excluded from CRA scope if not distributed to >150 persons), production processes, governance comparability to public ratings, distribution risks, and market needs. Potential future outcomes include enhanced clarity on CRA Regulation application, but none are confirmed yet.

Suggested Considerations

• Review the full Call for Evidence document and annexes for specific questions on restricted subscription (Annex I) and private credit ratings (Annex II).
• Prepare and submit evidence-based responses addressing key areas: use cases/benefits vs. public ratings, contracting/distribution parties, analytical/governance comparability, transparency impacts, risks/mitigations, and multi-CRA practices.
• Provide quantitative data, concrete examples, and rationale; indicate specific questions and alternatives considered.
• Submit online by 31 May 2026 using the docx reply form; note responses may be published unless confidentiality requested.

Key Dates

References

• [1] esma.europa.eu/press-news/esma-news/esma-launches-call-ev...
• [2] esma.europa.eu/sites/default/files/2026-04/ESMA00-6666163...
• [3] esma.europa.eu/esmas-activities/investors-and-issuers/cre...
• [4] esma.europa.eu/press-news/consultations/call-evidence-res...
• [5] afg.asso.fr/app/uploads/2015/03/2015_03_27_reponse_AFG_ES...
• [6] icmagroup.org/sustainable-finance/regulatory-responses-an...
• [7] blackrock.com/corporate/literature/publication/esma-call-...
• [8] tandfonline.com/doi/full/10.1080/17441048.2024.2347723

What Changed

• - Exemptive Order: Provides relief from the SEC's broker-dealer customer protection rule (Rule 15c3-3), permitting dually registered broker-dealer/FCMs that are joint clearing members of FICC and CME...
• Rule Change Approval: Approves FICC's filing to incorporate a Third Amended and Restated Cross-Margining Agreement with CME into its Government Securities Division rules, enabling cross-margining at...
• Scope Expansion: Shifts from prior restrictions where only clearing members could cross-margin, now extending to eligible customers of qualifying firms, with safeguards for customer fund segregation...

Suggested Considerations

• Qualifying Firms: Review and ensure compliance with exemptive order conditions (e.g., customer eligibility, account segregation, risk controls) before offering cross-margining; update internal policies, systems, and customer agreements to support combined margin calculations in futures accounts.
• Operational Updates: Implement changes to clearing and margining processes aligned with the Third Amended Cross-Margining Agreement; conduct testing with FICC and CME for customer-level arrangements.
• Documentation and Reporting: Maintain records demonstrating adherence to Rule 15c3-3 exemptions and notify customers of new margining options; monitor for CFTC parallel requirements on commingled funds.
• Legal/Compliance Review: Assess dual SEC/CFTC registration status and joint membership; consult with counsel on condition-specific interpretations.

Key Dates

References

• [1] sec.gov/newsroom/press-releases/2026-36-sec-approves-exem...
• [2] investing.com/news/economy-news/sec-approves-rule-change-...
• [3] en.bloomingbit.io/feed/news/110060
• [4] cftc.gov/PressRoom/PressReleases/9214-26
• [5] financemagnates.com/institutional-forex/sec-grants-condit...
• [6] tradingview.com/news/financemagnates:5ea56691a094b:0-sec-...

What Changed

• This is an enforcement action, not a rulemaking, so there are no new regulatory changes or requirements.
• Fraud in futures trading (CEA Section 6(c), 7 U.S.C. § 9).
• Fraud by associated persons of commodity pool operators (CPAs) (CFTC Regulation 4.41(a)(1), 17 C.F.R. § 4.41).
• Acting as an unregistered commodity pool operator (CPO) (CEA Section 4m(1), 7 U.S.C. § 6m).
• Controlling person liability for firm violations (CEA Section 13(b), 7 U.S.C. § 13c(b)), as applied to Matos over Aureus.[https://www.cftc.gov/PressRoom/PressReleases/9212-26]

Suggested Considerations

• Registration verification: Confirm CPO/AP registration status via NFA BASIC (https://www.nfa.futures.org/basicnet/) before solicitations; prohibit any implication of CFTC "licensing" without proof.
• Marketing review: Audit all promotional materials for false claims (e.g., seals, signatures, fictitious licenses); require pre-approval by compliance.
• Fund segregation: Implement strict controls on pool participant funds, including third-party custody and daily reconciliations to prevent misappropriation.
• Controlling person policies: Document oversight duties for principals; conduct gap analyses for personal liability under CEA Section 13(b).
• Training: Mandatory annual training on CEA fraud provisions, with attestations.

Key Dates

References

• [1] cftc.gov/PressRoom/PressReleases/9124-25
• [2] cftc.gov/PressRoom/PressReleases/9148-25
• [3] forkeylaw.com/blog/categories/cftc-enforcement-actions/
• [4] cftc.gov/PressRoom/PressReleases?c=1180800&page=105