New Capital Markets Transparency Legislation

The Luxembourg Law of 10 May 2016 (“Amending Law”) implementing amendments to the Luxembourg transparency law for issuers of securities entered into force on 15 May 2016.

The Amending Law implements Directive 2013/50/EU and Article 1 of Directive 2014/51/EU, amends the Luxembourg Law of 11 January 2008 on transparency requirements of issuers and, on one point only, the Luxembourg Law of 10 July 2005 on prospectuses for securities. The Grand Ducal Regulation dated 11 January 2008 on transparency requirements of issuers of securities is also amended by a new Grand Ducal Regulation, dated 10 May 2016.

By way of its Circulars 16/637 and 16/638 issued on 22 June 2016, the CSSF has updated and amended its previous Circular 08/337 and Circular 08/349.

The CSSF also updated its Q&A on “The Transparency Law and the Grand-Ducal Transparency Regulation” on 27 June 2016.

Key changes

  • For issuers for which Luxembourg is the home Member State: reduction of administrative burden by the removal of certain transparency requirements.
  • For foreign issuers for which Luxembourg is the home Member State and which are active in extractive industries or the logging of primary forests: new requirement to publish a report on payments to governments.
  • For investors: notification obligations are now imposed on investors taking exposure on shares via a much wider range of financial instruments, the definition of which is considerably widened, and introduction of aggregation rules.
  • The CSSF receives significant new injunction and sanction powers.
  • Changes are also introduced with respect to the disclosure of the home Member State.

More information on the key changes brought to the Luxembourg capital markets transparency legislation is available in the article “Entry into force of amendments to capital markets transparency legislation” published on our website.