ESMA_QA_2214
Status: ✅ Answer Published
Link to ESMA Q&A tool: https://www.esma.europa.eu/publications-data/questions-answers/2214
Regulatory Context
Regulation : MIF2
Level 1 Regulation: Directive 2014/65/EU - Markets in Financial Instruments Directive (MiFID II)
Level 2 Regulation: Directive 2017/593 - MiFID II Delegated Directive
Level 3 Regulation: No information available
Topic: Inducements
Subject Matter: Underwritting and placing fees
Question
Submission Date: 10 June 2024
In the specific situation that the calculation of the remuneration perceived by the firm for the placing/underwriting service is independent/unconnected with the number of securities finally placed to investors (i.e. the firm receives the same remuneration from the issuer or offeror of securities irrespectively of the amount of securities it sells to investors) as the circumstance “it is clear that the remuneration perceived for the placing service is connected to the provision of the investment service to the investor buying the financial instrument” is not met, should this remuneration be considered as an inducement? If that is the case, how and to what extent entities should disclose in a “fair, clear and not misleading” manner information on such remuneration in costs, charges and inducements disclosures to their clients?
ESMA Answer
Answer Date: 19-09-2024
Dear Sir/Madam, Thank you for contacting ESMA. ESMA is committed to replying to questions from market participants and to develop them to Q&As. However, due to our workload, ESMA is not in the position to address all issues raised by market participants and has to prioritise them. The selection of questions to be developed into Q&As through this web-based tool is done taking into account a number of criteria related to the level of public attention and relevance of the topic from an overall EU perspective. Having carefully considered your question and, in light of the current number of questions addressed to us, ESMA will unfortunately not be in a position to develop a Q&A in relation to your question. Despite not being able to provide a Q&A on this occasion, please note that ESMA previously shared some reflections on this topic and answered part of your question in its 2020 Technical advice to the Commission on inducements and costs and charges requirements (available here), where we confirmed that underwriting/placing fees are inducements (paragraph 23). ESMA welcomes questions from you also in the future. Regards, ESMA
This document was automatically extracted from the ESMA EMIR Q&A database.