Background
Introduction
The Capital Markets Union (CMU), also referred to as the Savings and Investments Union (SIU) when combined with Banking Union, is a flagship project within EU financial services policy. It aims to deepen and further integrate Europe’s capital markets, support growth, and enhance the resilience of the financial system in order to support the digital and green transitions. The project seeks to achieve these aims by bringing about greater balance between the roles of the banking and non-banking sectors, greater retail investor participation, more integrated markets, a single rulebook, along with other efforts. Due to the breadth of the scope the CMU project, it affects many different sectors and is expected to continue as a priority for the EU in the coming years.
Within the CMU project, the ‘Listing Act package’ aims to make public markets more attractive for EU companies and facilitate access to capital for small and medium-sized companies (SMEs) (in a capital markets context this means companies with a market capitalisation of up to €200 million).
The overall objective of the Listing Act is to introduce technical adjustments to the EU rulebook that reduce regulatory and compliance costs for companies seeking to list or that have already listed on public stock exchanges, with a view to streamlining the listing process and enhancing legal clarity, while ensuring an appropriate level of investor protection and market integrity. This, in turn, is expected to help diversify funding sources for companies in the EU and increase investments, economic growth, job creation and innovation in the EU.
The Listing Act package consists of a Regulation and two Directives. One of the Directives relates to company law (Multi-Vote Share Structures) and the D/Enterprise, Tourism and Employment is the lead on this file. The Second Directive (EU) 2024/2809 and the Regulation, fall under the remit of the Department of Finance.
This legislative package is at the intersection of enterprise policy and financial services policy, amending financial services and company law rules to provide stronger incentives (via reduced cost and administrative burdens) to SMEs to access funding from listing on public equity markets. Throughout the negotiations, Ireland was strong in supporting those provisions which support increased transparency, reduce organisational and cost burdens, and improve access to market-based sources of financing for EU companies (particularly for smaller companies). This Regulation and Directives were agreed on 23 October 2024 and published in the European Union Official Journal on the 14 November 2024 and the transposition needs to be concluded by 4 June 2026.