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In this act Article 38 of 92
Text as of 2 Aug 2022 · Consolidated version of 2 August 2022 · Same wording as today’s text.Today’s text

Article 38 — Additional general requirements in relation to underwriting or placing (Articles 16(3), 23 and 24 of Directive 2014/65/EU)

Financial servicesLevel 2Delegated RegulationMiFID IIIn forceOfficial source

38(1)

1.Investment firms which provide advice on corporate finance strategy, as set out in Section B(3) of Annex I, and provide the service of underwriting or placing of financial instruments, shall, before accepting a mandate to manage the offering, have arrangements in place to inform the issuer client of the following:

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38(1)(a)
(a)the various financing alternatives available with the firm, and an indication of the amount of transaction fees associated with each alternative;
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38(1)(b)
(b)the timing and the process with regard to the corporate finance advice on pricing of the offer;
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38(1)(c)
(c)the timing and the process with regard to the corporate finance advice on placing of the offering;
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38(1)(d)
(d)details of the targeted investors, to whom the firm intends to offer the financial instruments;
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38(1)(e)
(e)the job titles and departments of the relevant individuals involved in the provision of corporate finance advice on the price and allotment of financial instruments; and
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38(1)(f)
(f)firm's arrangements to prevent or manage conflicts of interest that may arise where the firm places the relevant financial instruments with its investment clients or with its own proprietary book.
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38(2)

2.Investment firms shall have in place a centralised process to identify all underwriting and placing operations of the firm and record such information, including the date on which the firm was informed of potential underwriting and placing operations. Firms shall identify all potential conflicts of interest arising from other activities of the investment firm, or group, and implement appropriate management procedures. In cases where an investment firm cannot manage a conflict of interest by way of implementing appropriate procedures, the investment firm shall not engage in the operation.

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38(3)

3.Investment firms providing execution and research services as well as carrying out underwriting and placing activities shall ensure adequate controls are in place to manage any potential conflicts of interest between these activities and between their different clients receiving those services.

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