CELEX: 51988PC0549
Language: en
Date: 1988-10-04
Title: Amendment to the Proposal for a COUNCIL DIRECTIVE COORDINATING REGULATIONS ON INSIDER TRADING (presented by the Commission pursuant to the third paragraph of Article 149 of the EEC Treaty)

ARCHIVES HISTORIQUES
DE LA COMMISSION
COLLECTION RELIEE DES
DOCUMENTS "COM"
COM (88) 549
Vol. 1988/0189
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Conformément au règlement (CEE, Euratom) n° 354/83 du Conseil du 1er février 1983 concernant
l'ouverture au public des archives historiques de la Communauté économique européenne et de
la Communauté européenne de l'énergie atomique (JO L 43 du 15.2.1983, p. 1) modifié en dernier
lieu par le règlement (UE) 2015/496 du Conseil du 17 mars 2015 (JO L79 du 25. 3.2015, p. 1), ce
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In accordance with Council Regulation (EEC, Euratom) No 354/83 of 1 February 1983 concerning
the opening to the public of the historical archives of the European Economic Community and the
European Atomic Energy Community (OJ L 43, 15.2.1983, p. 1), as last amended by Council
Regulation (EU) 2015/496 of 17 March 2015 (OJ L 79, 27.3.2015, p. 1), this file is open to the
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In Übereinstimmung mit der Verordnung (EWG, Euratom) Nr. 354/83 des Rates vom 1. Februar
1983 über die Freigabe der historischen Archive der Europäischen Wirtschaftsgemeinschaft und
der Europäischen Atomgemeinschaft (ABI. L 43 vom 15.2.1983, S. 1), zuletzt geändert durch die
Verordnung (EU) Nr. 2015/496 vom 17. März 2015 (ABI. L 79 vom 25.3.2015, S. 1), ist dieser Akt
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 ---pagebreak---   COMMISSION OF THE EUROPEAN COMMUNITIES
                                             COM (88) 549 final - SYN 85
                                            Brussels , 4 October 1988
                             Amendment to the
                               Proposal for a
                            COUNCIL DIRECTIVE
                         COORDINATING REGULATIONS
                            ON INSIDER TRADING
              ( presented by the Commission pursuant to the
           third paragraph of Article 149 of the EEC Treaty )
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 ---pagebreak---                                                   - 2 -
    AMENDED PROPOSAL FOR A COUNCIL DIRECTIVE COORDINATING REGULATIONS ON INSIDER TRADING
                   Original proposai                                 Amended proposai
 l ( IF f.OUNril OF THE FIJROPFAN COMMUNITIES ,        Unchanged
Having regard to the Treaty establishing               Having regard to the Treaty establishing
the European Economic Community, and in                the European Economic Community , and in
particular Article 54 thereof ,                        particular Article 100 a thereof .
Having regard to the proposal              from the    Unchanged
Commission,
Having regard to the              opinion   of  the    In    cooperation     with    the     European
European Parliament ,                                  Parliament ,
Having regard to the opinion                 of the    Unchanged
Economic and Social Committee ,
Whereas Article 54 ( 3 ) ( g ) provides that           Whereas  Article  100  (a)  (1 )  states  that
the       Council    shall   coordinate     to  the    the Council shall   adopt the measures for
necessary extent the safeguards which , for            the approximation   of the provisions laid
the protection of the interests of members             down by law , regulation or administrative
and others ,       are required by Member States       action in Member States which have1 as
of companies or firms within the meaning               their   object    the    establishment     and
of the second paragraph of Article 58 with             functioning of the internal market ;
a view to making                such     safeguards
equivalent throughout the Community ;
Whereas         the     secondary      market    in   Unchanged
transferable securities plays an important
role in the        financing of undertakings ;
Whereas , for it to be able to play that              Unchanged
role effectively , every possible measure
should be taken to ensure that that market
operates smoothly ;
Whereas the smooth operation of the                    Unchanged
secondary market depends to a large extent
on       the     confidence    it     inspires   in
investors ;
Whereas one of the factors on which such               Unchanged
confidence         depends   is     the   assurance
afforded to investors that they are placed
on an equal footing ;
Whereas insider trading , by benefiting                Unchanged
certain investors at the expense of
others ,        is likely to undermine that
confidence and may therefore prejudice the
smooth operation of the secondary market
in transferable securities ;
Whereas it is therefore necessary to take              Unchanged
all appropriate measures to combat insider
trading ;
 ---pagebreak---                                                   - 3 -
 Whereas in most Member States there are no            Unchanged
 roles or regulations prohibiting insider
 trading ;   wlioreac the rules nr regulations
 that do exist differ appreciably between
 Member States ;
Whereas it is therefore necessary to adopt             Unchanged
coordinated Community rules in this field ;
Whereas such coordinated rules also have               Unchanged
the advantage of helping,                  through
cooperation        between      the      competent
authorities,        to combat transfrontier
 insider trading more effectively,
HAS ADOPTED THIS DIRECTIVE :                           Unchanged
                                                                         Article 1
                     Article 1
1 . Member States shall prohibit any person            1 . Member States shall prohibit any person
who, in the exercise of his profession or              who , in the exercise of his employment ,
duties ,    acquires    inside    information as       profession or duties ,      acquires inside
                                                        information as defined in Article 6 from
defined in Article 6 from taking advantage             taking advantage of that information to
of that information to buy or sell on
their territory,          either directly or           buy or sell on their territory , either
through another person ,             transferable      directly or indi rectly,        transferable
securities admitted to trading on their                securities admitted to trading on their
stock exchange markets .                               stock exchange markets .
Where the purchase or sale of transferable             Unchanged
securities is carried out on a stock
exchange market ,     it shall be deemed to be
carried out on the territory of the Member
State in which the stock exchange in
question is situated or operates .
Where the purchase or sale of transferable             Unchanged
securities is carried out outside a stock
exchange market , it shall be deemed to be
carried out on the territory of the Member
State in which the counterpart of the
person     referred      to    in     the    first
subparagraph is resident .
                                                       2 . Where the person referred to in
                                                       paragraph 1 is a company or any other type
                                                       of legal person , the prohibition laid down
                                                        in that paragraph shall apply to its de
                                                       jure or de facto directors .
 ---pagebreak---                                                - 4 -
2 . The    prohibition       Laid     down    in    3 . Member     States     may provide that        the
paragraph 1      shall      not     apply     to    prohibition laid down in paragraph 1 shall
transferable securities bought or sold              not apply to transferable securities
outside a stock exchange market without             bought or sold outside a stock exchange
the     involvement     of    a    professional     market      without     the    involvement     of    a
intermedi ary .                                     professional intermediary .
                                                    4 . This     Directive      shall   not   apply     to
                                                    transferable securities issued by a State
                                                    or by its regional or local authorities .
                   Article 2                                              Article 2
Member States shall prohibit any person             Member States shall prohibit any person
who is resident on their territory and who          who is resident on their territory and who
acquires     inside    information      in   the    acquires       inside       information     in    the
exercise of his profession or duties from :         exercise of his employment            profession or
                                                    duties from :
- disclosing that inside information to a            ( a ) disclosing that inside information to
third party unless such disclosure is made          a third party unless such disclosure is
in the normal course of exercising his              made in the normal course of exercising
profession or duties ;                              his employment , profession or duties ;
- using     that    inside     information    to     ( b ) using that inside information to
recommend a third party to buy or           sell     recommend a third party to buy or sell
transferable     securities       admitted    to    transferable        securities       admitted       to
trading on their stock exchange markets .           trading on their stock exchange markets .
                   Article 3                                              Article 3
1 . Member    States     shall     impose    the     1 . Member      States      shall     impose      the
prohibition provided for in Article 1 in            prohibition provided for in Article 1 in
accordance    with   the   terms   referred   to     accordance     with     the   terms    referred    to
therein also on any person who has                   therein     also    on    any    person    who    has
knowingly obtained inside information from           knowingly obtained inside information from
a person who has acquired that information           a person who acquired that information in
in the exercise of his profession or                 the exercise of his employment , profession
duties .                                             or duties .
2 . Member States shall prohibit any person          2 . Member States shall prohibit any person
referred to in paragraph 1 :                         referred to in paragraph 1 who is resident
                                                     on their territory from :
- from disclosing the inside information              ( a ) disclosing the inside information to a
to a third party ;                                   thi rd party ;
- from using that inside information to               ( b ) using that inside information to
recommend a third party to buy or sell                recommend a third party to buy or sell
transferable      securities      admitted    to     transferable        securities       admitted       to
trading on their stock exchange markets .            trading on their stock exchange markets .
 ---pagebreak---                                                   - 5 -
                    Article 4                                           Article 4
Member States may lay down more stringent              Unchanged
rules    than     those    contained    in   this
Directive       provided      that    they     are
non-di sc ri minatory .
                     Article 5                                          Article 5
For    the    purposes     of    this   Directive      Unchanged
transferable securities shall include not
only securities usually traded on the
stock exchange market such as shares and
debt securities but also traded options
relating to such securities .
                     Article 6                                           Article 6
For the purposes of this Directive , inside             For the purposes of this Directive , inside
information is information unknown to the               information is information inaccessible or
public of a specific nature and relating                not available to the public of a specific
to one     or more     issuers of transferable          nature and relating to one or more issuers
securities, or to one or more transferable              of transferable securities or to one or
securities , which , if it were published,              more transferable securities , which , if it
would be likely to have a material effect               were published , would have a material
on the price of the transferable security               effect on the price of the transferable
or transferable securities in question .                security or transferable securities in
                                                        question .
                     Article 7                                           Article 7
1 . Issuers    whose    transferable   securities       Unchanged
are admitted to official listing in one or
more Member States or are traded there on
another stock exchange market shall
immediately inform the public in that
Member State or those Member States of any
circumstance     or   decision which     would  be
likely to have a material effect on the
price of such transferable securities .
2 . Where an issuer is unable to inform the             Unchanged
public immediately of a circumstance or
decision as referred to in paragraph 1
because disclosure would prejudice its
legitimate interests , it shall immediately
inform the competent authorities thereof ,
who may relieve it of the obligation
provided for in paragraph 1 .
 ---pagebreak---                                                           6
                       Article 8                                             Article 8
1 . Member    States        shall       designate    the    Unchanged
authority     or     authorities          competent   to
ensure     that       the      provisions        adopted
pursuant to this Directive are applied .
They     shall        inform        the       Commission
accordingly , indicating , if appropriate,
how duties have been allocated .
2 . The competent authorities shall be                      2 . The  competent   authorities   shall  be
given all such supervisory powers as may                    given     all    such     supervisory    and
be necessary for the exercise of their                      investigatory powers as may be necessary
duties .                                                    for the exercise of their duties .
3 . The competent authorities in the Member                 Unchanged
States shall cooperate wherever necessary
for the purpose of carrying out their
duties and shall exchange any information
required for that purpose .
                       Article 9                                              Article 9
1 . Member States shall provide that all                    Unchanged
persons employed or formerly employed by
the competent authorities referred to in
Article 8 shall be bound by professional
secrecy .        Information              covered     by
professional secrecy may not be divulged
to   any   person      or     authority       except  by
virtue of provisions laid down by law .
2 . Paragraph      1      shall       not ,     however,     Unchanged
preclude exchanges of information between
the    various        Member       States       by   the
authorities     referred       to    in    Article 8  as
provided       for        in      this        Directive .
Information      thus        exchanged        shall   be
covered by the obligation of professional
secrecy to which the persons employed or
formerly     employed by               the     competent
authorities receiving the information are
subject .
3 . Without prejudice to                cases falling        Unchanged
under    criminal        law ,      the      authorities
referred    to   in     Article 8        which   receive
information     may      use     it     only    for  the
exercise of their duties and in connection
with      administrative               or       judicial
proceedings specifically relating to the
exercise of those duties .
 ---pagebreak---                   Article 10                                     Artide 10
The Contact Committee set up by Article 20     Unch anged
of Council Directive 79 / 279 / EEC of 5 March
1979 coordinat ing the conditions for the
admission of securities to official stock
exchange listing       shall also have as its
function :
( a ) to    facilitate       the    harmonized Unchanged
implementation of this Directive through
regular consultations on any practical
problems which arise from its application
and on which exchanges of view are deemed
useful ;
Cb) to advise the Commission on any            Unchanged
amendments to be made to this Directive .
                   Article 11                                     Article 11
Member     States     shall    determine   the  Member    States     shall   determine   the
penalties to be applied for infringement        penalties to be applied for infringement
of the measures taken pursuant to this          of the measures taken pursuant to this
Directive .                                     Directive .    The    penalties   shall _be
                                                sufficiently dissuasive to ens ure respect
                                                for those measures .
                   Article 12                                     Article 12
1 . Member  States shall take the measures      Unchanged
necessary to comply with this Directive
not later than 31 December 1990 . They
shall    forthwith    inform   the  Commission
thereof .
2 . Member States shall communicate to the      Unchanged
Commission the provisions of national law
which they adopt in the field governed by
this Directive .
                   Article 13                                     Article 13
This Directive is addressed to the Member       Unchanged
States .
Done at                       For the Council