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LC20090107 - Agenda-20081222

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					                                         LEGAL COMMITTEE

                                     Proposed agenda
                    CONFERENCE CALL - Calling in details: +32 (0)2 404 03 05
                                Participant PIN: 23482920#

                      Wednesday 7 January 2008 – 09.30 am to 11.30 am

                   Please pay attention to the hyperlinks included in the text!!
     Use your log-in and password to access the members’ area on www.europeanissuers.eu


1.       Opening

2.       Adoption of definitive agenda

3.       Minutes

- Adopted minutes of 5 November 2008
- Draft minutes of 3 December 2008 (will be uploaded on the website in due course)

4.       Clearing and settlement - Corporate actions – market standards

Position to be taken
The CAJWG submitted its draft Market Standards on Corporate Actions Processing to a EU wide
market consultation on 25 September. The standards aim at dismantling Giovannini Barrier 3
as concerns Distributions and Reorganisations as well as related Transaction Management
(Market Claims, Transformations and Buyer Protection). Standards apply to issuers, clearing
and settlement infrastructures, intermediaries and benefit investors. Standards prescribe
timelines, info flow, message format, processing procedures, etc in view of harmonising the
processing of corporate actions throughout Europe.
EuropeanIssuers Secretariat has prepared a draft comment letter focusing on communication
with the end shareholder and on who will benefit from the expected cost savings. The
comment letter also includes comments from LC members.

Deadline: 19 December 2008
Draft position: see shared working space

5.       Market Abuse Directive – Level 3

Position to be taken
Consultation of CESR of October 2008 on the third set of CESR guidance and information on the
common operation of the Directive to the market.

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Objective: convergent implementation and application of the MAD regime amongst
supervisors throughout the EU.
Consultation focuses on stabilization and two-fold notion of inside information.

Deadline: 9 January 2009.
Draft Position: see shared working space

6.     MiFID

Position to be taken: Secondary Markets Functioning
CESR Call for evidence on the impact of MiFID on secondary markets functioning.
Objective: Consult the market on the application of the MiFID Directive and Implementing
Regulation and prepare the Commission’s review of 2010. See newsflash.
Possible point of attention: MiFID Implementing Directive allows any custodian to use its
clients’ assets for his own account or the account of other clients provided the depositing
client agreed thereto (Art. 19, Par. 1)

Deadline: 9 January 2009.
Draft Position: see shared working space.

Position to be taken: Non-equity Markets Transparency
CESR Consultation on transparency of corporate bond, structured finance products and credit
derivatives markets. The consultation seeks to gather views that will assist CESR in analysing
the role of trade transparency on markets for corporate bonds, structured finance products
and credit derivatives.
On corporate bonds CESR is to review whether the conclusions on trade transparency
published in 2007 remain appropriate. CESR wants to explore whether additional post-trade
transparency could play a role in supporting a return to more normal market conditions in the
corporate bond markets and be of value thereafter. On structured finance products and credit
derivatives CESR consults market participants on any specific technical market impact or
efficiency reasons that might limit the introduction of a post-trade transparency framework for
these instruments. The consultation focuses also on the extent to which post-trade
information plays a role to support price formation, reinforce valuation practices and provide
supplementary info about the scale of credit risk transfers credit derivatives in secondary
markets.

The deadline for comments is 19/02/09. Please click to see press release.

Deadline: 19 February 2009
Draft Position: Not yet available.

Position to be taken: Short Selling
CESR call for evidence on regulation of short selling by CESR members. CESR intends to conduct
work on:
   1) Impact of the measures that were introduced by CESR members;
   2) The range of policy options for taking a more convergent approach;
   3) Enhancement of the coordination and cooperation between CESR members on the
       decisions adopted at national level.

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CESR consults on practical issues arising from temporary measures and on permanent
measures, if any, that should be introduced. CESR also asks for views on coordination and
convergence amongst CESR members.
See the measures recently adopted by CESR members on short-selling.
Deadline: 20 January 2009.
Draft Position: Not yet available.

7.     Credit Rating Agencies

Position to be taken
Commission proposal of 12 November for a Regulation on credit rating agencies (CRAs);
proposal includes a.o. a registration procedure and an effective surveillance regime whereby
CESR and national authorities supervise CRAs, provisions on conflicts of interests, disclosure of
information, transparency, internal control and composition and remuneration of the board of
directors. See newsflash.
ECON is leading committee, Rapporteur Gauzès; ECON Report due on 20/01/09, vote ECON
expected end March, vote plenary end April.

Deadline: mid January 2009
Draft Position: not yet available


8.     Hedge Funds

Position to be taken
The European Commission launched a public consultation on policy issues related to the hedge
fund industry. The results will be discussed at a high-level conference in Brussels in late
February 2009.
The consultation addresses the following topics:

- Definition of hedge funds;
- Systemic risk: whether existing oversight systems suffice to monitor and react to risks;
- Market integrity and efficiency: whether hedge funds’ activities could pose a threat to the
efficiency and integrity of financial markets;
- Risk management: the role of public authorities concerning the way hedge funds manage
risks, value asset portfolios and manage conflict of interests;
- Transparency towards investors and investor protection: whether investors are adequately
protected and they receive proper investment information.

See the consultation document.

Deadline: 31 January 2009
Draft Position: Not yet available




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9.     FSAP

Position to be taken
The European Commission is putting together the next action plan reviewing the major FSAP
directives. Any input should be provided by the end of January.
A new blueprint is expected to be adopted by the June Council as a roadmap for the next
Commissioner.

Deadline: 31 January 2009
Draft Position: not yet available.

10.     Clearing and settlement - General meetings – market standards

Position to be taken
JWGGM finalised the draft Market Standards for General Meetings end November.
All 3 processes (Meeting notice, Entitlement, Notification of attendance) finished and
parameters for opt-out and pricing set forward.

Deadline: 15 February 2009
Draft position: not available yet

11.    Simplification of Company Law

Position to be taken
Commission proposal for a modification of the Third and the Sixth Company law Directives
on domestic mergers and divisions published on 25 September aiming at:
    reducing reporting requirements, upon shareholders decision and for "simplified"
       mergers and divisions between parent companies and their subsidiaries;
    avoiding double reporting;
    introducing the use of Internet and e-mail to publish draft terms of mergers or divisions
       and other documentation.
Rapporteur: Weber (JURI);
More information.

Deadline: to be announced.
Draft position: see the shared working space.

12.    Accounting, auditing and financial reporting

Position to be taken: control structures in audit firms
Commission consultation on control structures in audit firms.
Objective: stimulate the emergence of new players in the market. Proposals based on a study
study include the deregulation of the capitalisation of audit firms (unbundling), reputation,
quality and expertise of staff, low audit firm switching rates, etc. The consultation will end on
28/02/09. See newsflash.

Deadline: 28 February 2009
Draft position: not yet available

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- Update: effectiveness of internal control & risk management

- Update: working group(s) on accounting, auditing and financial reporting

13.        Prospectus Review

Position to be taken
Commission consultation expected any moment.
Members already started drafting positions.
See shared working space.

Deadline: -
Draft position: see shared working space

14.        Transparency

Update – Transparency goldplating measures
The EC addressed a letter to EuropeanIssuers informing us of the release of a report on the
goldplating of the Transparency Directive by Member States. The contract for the study on the
TD has been awarded.

Please see the report.

15.       Clearing and Settlement - T2S

 Update
Information session on 4 February 2009 at the premises of National Bank of Belgium in
Brussels.

16.       Miscellaneous


17.       Next meetings

- Wednesday 4 February (or Thursday 5 February/ Wednesday 11 February) 2009 at 9.30
conference call
- Wednesday 4 March 2009 at 9.30 conference call
- Wednesday 1 April 2009 face to face meeting in Vienna (20th anniversary Aktienforum):
       10 am to 5 pm: LC meeting
          7 pm: gala reception

18.       Closure


                                  _______________________


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