EN ECB -PUBLIC  
 
OPINION OF THE EUROPEAN CENTRAL BANK  
of 30 March  2016  
on the regime applicable to negotiable debt securities  
(CON/2016/20)  
 
Introduction and legal basis  
On 1 March 2016 the European Central Bank (ECB) received a request from the French Ministry of 
Finance and Public Accounts  for an opinion on a draft decree and a draft ministerial order amending the 
regime applicable to negotiable debt securities  (hereinafter the ‘draft regulatory  acts’). 
The ECB’s competence to deliver this  opinion is based on Articles 127(4) and 282(5) of the Treaty on the 
Functioning of the European Union and the third, fourth and sixth indents  of Article  2(1) of Council 
Decision 98/415/EC1, as the draft regulatory  acts relate to the Banque de France, the collection, 
compilation and dist ribution of monetary, financial, banking, payment systems and balance of payments  
statistics  and rules applicable to financial institutions insofar as they materially influence the stability of the 
financial institutions and markets . In accordance with the first sentence of Article 17.5 of the Rules of 
Procedure of the European Central Bank, the Governing Council has adopted this opinion.  
 
1.  Purpose of the draft regulatory  acts 
1.1 The purpose of the draft regulatory acts is to simplify further the regulatory framework applicable to 
the issue of negotiable debt securities ( titres de créances  négociables , TCNs ) with the aim of 
enlarging the investor and issuer base and increas ing the transparency of the TCN market.   
1.2 To that effect, the draft regulatory  acts provide for ( a) a simplified regime of TCNs based on two 
different categories, ‘short term TCNs  (titres négociables  à court terme) ’ and ‘medium term TCNs  
(titres négociables  à moyen terme) ’; (b) a further standardisation of the issuance documentation  for 
TCNs ; (c) a clearer and more accessible framework for non-domestic  TCN issuers ; (d) an 
extension to the list of eligible rating agencies (under specific conditions)  whose rating is required 
for certain issuers to access the TCN market ; and ( e) an exte nsion to the type of guarantors eligible 
to guarantee TCNs . 
1.3 Aside from the se simplification measures the issuance regime for TCNs is not materially changed. 
The Banque de France remains  the competent authority required to ensure that issuers of TCNs 
comply with the relevant provisions of the French Monetary and Financial Code ( Code monétaire et 
financier , CMF) and is therefore the addressee of the issuance documentation established by 
                                                 
1  Council Decision 98/415/EC of 29 June 1998 on the consultation of the European Central Bank by national 
authorities regarding draft legislative provisions ( OJ L 189, 3.7.1998, p. 42) . 
ECB -PUBLIC  
2 issuers of TCN s. The Banque de France also performs other tasks in relation to the issuance of 
TCNs  (including the suspension of issuances)  and receives certain statistics from TCN issuers2. 
 
2. Observations of the ECB   
2.1 The ECB generally welcomes the initiative of the French authorities to simplify the regulatory 
framew ork applicable to the issuance of TCNs , in particular,  the fact that the relevant provisions are 
now grouped together in the CMF  and one ministerial order, thereby increasing the overall 
readability of the framework.  
2.2 The draft regulatory acts are inten ded to simplify further the regime applicable to the issue of 
TCNs. The former  categories of c ertificates of deposit (certificats de dépôts ) and treasury bills 
(billets de trésorerie) , with different issuers  but identical maturities (of one year or less) , are 
replaced by a single category for all issuers known as ‘short term TCN s (titres négociables à court 
terme) ’. The former medium term negotiable notes ( bons à moyen terme négociables ) become the 
second category and are now known as  ‘medium term TCN s (titres négociables à moyen terme) ’. 
The ECB welcomes the simplification of the categorisation of TCNs through the creation of two 
clear categories of TCN distinguished by their maturities and issuers3. 
2.3 The ECB notes, as regards the standardisation of the issuance documentation, that the draft 
regulatory acts simplify further the language regime applicable to the issuance documentation 
published in respect of TCNs issued for an amount of at least EUR 200 000 by allowing the issuer 
to publish the documentati on in a language other than French provided such language is 
customar ily used in the financ ial spher e. This is intended to facilitate the issue of TCNs as issuers 
will no longer hav e to produce a summary of the full issuance documentation in French.  A shor t 
disclaimer in the issuance documentation will nevertheless be required, inviting investors, if 
necessary, to have recourse to a French translation. Second,  the description of the activities of the 
issuers of TCN s will be standardised,  putting an end to t he former specific description of activities 
based on the issuer ’s status as either an industrial and commercial entity or  a credit institution or 
investment firm. These arrangements do not give rise to any specific remarks from the ECB.  
2.4 The amendment of Article D. 213- 9 of the CMF  will allow the inclusion, in the TCN issuance 
documentation, of financial statements established pursuant to a standard considered by the 
European Commission as equivalent to international financial reporting standards.  This clarif ies the 
former requirement for non- domestic issuers to provide financial information of an ‘ equivalent 
nature ’ to international financial reporting standards, thereby increasing legal certainty for non-
domestic issuers. Where the registered office of  the issuer is located outside the European 
Economic Area (EEA), the issuer will have to  provide accounting data subject to a statutory audit 
under an equivalent public oversight system recognised as such by the European Commission.  
These measures aim to f acilitate the issue of TCN s by non- domestic issuers and, at the same time,  
                                                 
2  See Art icles D.213- 2, D.213- 6, D. 213- 9, D. 213- 11, D.213- 12, D. 213- 13 and D.213- 14 of the CMF.  
3  Under the simplified regime all issuers mentioned in Article L. 213- 3 of the CMF will be entitled to issue short term 
TCNs  (titres négociables à court terme) . The same issuers wi th the exception of those mentioned in Article L. 213- 3 
paragraph 12 will be entitled to issue medium term TCNs  (titres négociables à moyen terme ). 
ECB -PUBLIC  
3 ensur e the reliability of the acc ounting data provided by non- EEA issuers . The ECB has no 
particular observations on these measures . 
2.5 The draft regulatory acts also extend the li st of eligible rating agencies whose rating is required for 
certain issuers to access the TCN market. Under the current regime,  non-supervised entities (i.e. 
entities which are not credit institutions, investment firms or insurance companies) , the securiti es of 
which are not admitted to trading on a regulated market , must provide a rating of their issue 
programme or be guaranteed by a guarantor benefitting from such a rating.  At present only four 
rating agencies are specified as eligible.  The draft regulatory acts extend this list to all agencies 
authorised to operate by the European S ecurities Markets Authority (ESMA) and which fulfil certain 
specific coverage requirements over a historic period of three years . Moreover , issuers whose 
securities are admitted to trading on a regulated market  outside the EEA assessed by the 
European Commission as equivalent to EEA regulated markets  are now exempted from having to 
provide a rating for their issue programme. The ECB welcomes these amendments.  
2.6 The envisaged extension to the type of entities entitled to guarantee TCN issuance programmes 
does not give rise to any specific remarks from the ECB.  
2.7 Finally, t he ECB observes that, in accordance with Article 68 of Guideline (EU) 2015/510 of the 
European Central Bank (ECB/2014/60)4, in order to be eligible as collateral for Eurosystem credit 
operations, debt instruments must be admitted to trading either on a regulated market or on certain 
acceptable non- regulated markets. The current list of acceptable non- regulated markets, published 
by the ECB on its website, includes  the French treasury bills  marke t and medium term negotiable 
notes  market . In this regard, t he selection process for non- regulated markets is  defined exclusively 
in terms of the performance of the Eur osystem collateral management function and should not be 
regarded as an assessment by the Eurosystem of the intrinsic quality of any market.  The ECB 
considers the changes envisaged in the draft regulatory acts unlikely  to alter the Eurosystem’s  
assessment of the treasury bills  marke t and medium term negotiable notes  market  as acceptable 
non-regulated markets in the context of the Eurosystem collateral framework.  
 
This opinion will be published on the ECB’s website.  
  
Done at Frankfurt am Main,  30 March 2016 . 
 
[signed]  
 
The President of the ECB  
Mario DRAGHI  
                                                 
4  Guideline (EU) 2015/510 of the European Central Bank of 19 December 2014 on the implementation of the 
Eurosystem monetary policy framework (ECB/2014/60) ( OJ L 91, 2.4.2015, p. 3).