On 8 October 2024, the Council of the European Union (the Council) adopted the package of measures known as the “Listing Act” (the Act), following the provisional agreement reached with the European Parliament (the EP) earlier this year. The Listing Act aims to make EU capital markets more attractive for small and medium-sized enterprises (SMEs).
The Act made changes to:
- Regulation (EU) 2017/1129 of the EP and of the Council (the Prospectus Regulation),
- Regulation No 596/2014 of the EP and of the Council (the MAR), and
- Regulation No 600/2014 of the EP and of the Council (the MiFIR).
Additionally, the Act introduced:
- a Directive, amending the existing Directive 2014/65/EU of the EP and of the Council (the MiFID II Directive) and therefore repeals Directive 2001/34/EC of the EP and of the Council (the Listing Directive), and
- a Directive harmonising the rules on multiple vote share structures, which was adopted on 8 October 2024.
Key amendments
With regard to MAR, the final version of the Listing Act slightly differed from the provisional agreement by clarifying that the market sounding regime is an optional and not a mandatory procedure.
However, the amendments introduced to the Prospectus Regulation, MiFIR, and MiFID II Directive remained unchanged compared to the provisional agreement. To delve deeper into this topic and learn about all the amendments and new developments introduced by the Listing Act (i.e. directive on multiple vote share structures), please refer to our previous publication.
Timing and next steps
The Listing Act is expected to be published in the Official Journal of the EU before entering into force 20 days later. It will take effect 12 months after its entry into force.
The EU member states will have 18 months to transpose changes to MIFID II Directive and 2 years to transpose the Directive on multiple-vote shares into their national legislation.
