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EU Listing Act package
June 2026 will see a further tranche of changes introduced by the EU Listing Act package come into force, following a transitional period for certain provisions. We consider some key changes below.
By way of background, the package comprised of:
With regard to the timing envisaged under the EU Listing Act package, which entered into force in December 2024, it should be borne in mind that the Commission published a letter to ESMA (PDF, 123KB) in October 2025 outlining plans to deprioritise the adoption of certain Level 2 measures. Any Level 2 measure deemed “non-essential” for the effective functioning of the related Level 1 acts and the achievement of EU policy objectives will not be adopted before 1 October 2027 (the full list of deprioritised Level 2 measures are as set out in the Annex (PDF, 285 KB) to that letter).
The Listing Act Regulation introduces a range of substantive amendments to the EU Prospectus Regulation, with the final wave of changes applicable from 5 June 2026 including the further standardisation of prospectus contents and simplified disclosure documents, sustainability and ESG-related disclosures for bonds advertising ESG characteristics (noted below) and an increased EU small-offer exemption threshold framework of €12 million (with an option for Member States to reduce to €5 million). While Ireland has signalled its intention to adopt (PDF, 398KB) the maximum available exemption threshold of €12 million, it has coupled this with a requirement to publish a summary prospectus where the exemption is relied upon.
Taken together, these reforms reflect the Listing Act Regulation's broader objectives of reducing administrative burdens and costs for issuers while safeguarding investor protection and market transparency.
Notwithstanding the 5 June 2026 application date, a number of significant Level 2 measures remain outstanding. In particular, the anticipated amending Delegated Regulation addressing the format, content, scrutiny and approval of prospectuses is undergoing final scrutiny and will not be published by 5 June 2026. ESMA has sought to address the resulting uncertainty through public statements: in February 2026 (PDF, 187 KB), addressing both the Article 48a transitional provisions and the EU Follow-on/Growth prospectus disclosure expectations and May 2026 (PDF, 130KB), directing market participants to the Commission's text on the format, content, scrutiny and approval of prospectuses as a reference point pending finalisation of that instrument. In the meantime, market participants will wish to remain alert to further developments as the full architecture of the new regime continues to take shape ahead of 5 June 2026.
A key amendment to apply from 5 June 2026 is that of prospectus disclosure requirements for bonds “advertised as taking into account ESG factors or pursuing ESG objectives”.
On 7 May 2026, the Commission adopted a Delegated Regulation amending Delegated Regulation (EU) 2019/980, setting out detailed rules on prospectus format, content and disclosure, including specific new disclosure requirements for prospectuses which reference ESG bonds. It has not yet entered into force however and remains subject to scrutiny by the European Parliament and the Council.
As noted above, in its May 2026 statement, ESMA recommends that, from 5 June 2026, market participants use the provisions in the Delegated Regulation as a reference point when determining what more granular disclosure is required to satisfy the Prospectus Regulation requirements.
In its February 2026 statement, ESMA clarified the position regarding the transitional regime under Article 48a. Registration documents and universal registration documents approved or filed up to 4 June 2026 will continue to benefit from the Article 48a transitional regime, meaning they may still be used in prospectuses for the remainder of their validity period. This provides important legal certainty for issuers and advisors navigating the transition to the new regime and is consistent with the broader objectives of the Listing Act in seeking to reduce costs and administrative burdens for issuers.
ESMA’s February 2026 statement also included guidance on the disclosure expectations for EU Follow-on prospectuses and EU Growth issuance prospectuses during the interim period before the updated technical rules take effect.
Relevant to debt capital markets are two distinct changes to the delayed disclosure regime under MAR, both taking effect on 5 June 2026.
Under Article 17(1) of MAR, issuers must disclose inside information as soon as possible, subject to a right to delay in certain circumstances. The Listing Act Regulation amends this regime so that, from 5 June 2026, where there is a protracted process, issuers will, in principle, only be required to disclose inside information as soon as possible after the final event or circumstance in a protracted process has occurred, provided that confidentiality can be maintained throughout.
The current requirement under Article 17(4)(b) of MAR that the delay of disclosure of inside information must not be “likely to mislead the public” will be replaced with a requirement that the inside information intended to be delayed must not be inconsistent with the issuer’s latest public announcement or other communication concerning the same matter.
To supplement these changes under MAR, the Commission has adopted a Delegated Regulation which clarifies the conditions under which disclosure may be delayed. The Delegated Regulation also:
- sets out a non-exhaustive list of final events or final circumstances in protracted processes that trigger the disclosure obligation (Annex I)
- sets out a non-exhaustive list of situations where inside information whose disclosure is being delayed is in contrast with the issuer's latest public announcement or communication (Annex II)
- defines, for the purpose of the Annex II assessment, the ‘other’ types of communication to be considered by an issuer or emission allowance market participant on the same matter to which the inside information refers (Annex III)
The Delegated Regulation remains in the scrutiny period and will enter into force on the third day following publication in the Official Journal.
In connection with these changes, ESMA is currently reviewing its guidelines on the delayed disclosure of inside information (PDF, 157KB) and expects to publish a final report in Q4 2026.
The Listing Act Directive introduced targeted amendments to MiFID II aimed at improving capital markets accessibility, particularly for SMEs. Key changes include reforms to the investment research regime, allowing firms to make bundled payments for research and execution services, a reform which extends beyond SMEs and relaxes the strict unbundling requirements introduced under MiFID II. Alongside this, the Directive introduced a framework for an EU code of conduct for issuer‑sponsored research, intended to ensure the quality and transparency of research paid for by issuers (this is discussed in detail below).
Member States were required to transpose the Directive into national law by 5 June 2026, with the transposed provisions to apply from 6 June 2026. The Irish transposing measures remain outstanding at time of writing.
The Listing Act Directive introduced new provisions into Article 24 of MiFID II (paragraphs 3a to 3e) establishing a framework for issuer-sponsored research. Under the new framework, issuer-sponsored research must be fair, clear, and not misleading and must be clearly identified as such.
To give effect to these provisions, ESMA consulted (PDF, 346 KB) on the content of the RTS in December 2024 and submitted its final report (PDF, 364KB) to the Commission in October 2025. On 21 May 2026, the Commission adopted a Delegated Regulation setting out RTS that establish an EU code of conduct for issuer-sponsored research. While the Commission made certain amendments to ESMA’s proposed RTS, overall, the Delegated Regulation is broadly consistent with ESMA’s final report. The Delegated Regulation is not yet in force but will enter into force on the third day following publication in the Official Journal.
In practice, the code of conduct is relevant both to investment firms distributing issuer-sponsored research and to issuers who commission it. Investment firms will be required to assess whether research labelled as issuer-sponsored research has been produced in compliance with the code before distributing it to clients. Where a firm has insufficient information to make that assessment, it must not distribute the research to clients or potential clients labelled as “issuer-sponsored research”.
The changes described above represent a significant but still evolving shift in the EU capital markets regulatory landscape. With ESMA's revised guidelines on the delayed disclosure of inside information under MAR expected in Q4 2026, and further Level 2 measures across the Prospectus Regulation and MiFID II yet to be finalised, 5 June 2026 marks an important milestone rather than the conclusion of the transition process. We will continue to monitor developments and provide further updates as the position becomes clearer.
EU Green Bond Standard
21 June 2026 marks a significant milestone under the EU Green Bond Regulation (EU) 2023/2631 (PDF, 1,418KB) (EUGBR). While the bulk of the EUGBR has applied since 21 December 2024, an 18-month transitional period for external reviewers comes to an end on 21 June 2026 and the full supervisory framework becomes operational. From 21 June 2026:
- entities wishing to provide external review services under the EUGBR must be registered with and supervised by the European Securities Markets Authority (ESMA)
- the equivalence framework for third country reviewers is activated, meaning non-EU entities providing such services will also be subject to ESMA’s oversight regime
Ahead of this deadline, the European Commission adopted two pieces of secondary legislation to support the new regime:
- an Implementing Regulation, setting out the standard forms, templates, and procedures for applications by external reviewers seeking registration with ESMA
- a Delegated Regulation (PDF, 546KB), defining the conditions for registration, the criteria to assess the sound and prudent management of external reviewers, the appropriateness of the knowledge, experience and training of the external reviewers’ employees and the conditions under which external review activities may be outsourced
The Commission has also published a draft Delegated Regulation (PDF, 1,418 KB) with regard to regulatory technical standards specifying the criteria for assessing the appropriateness, adequacy and effectiveness of the systems, resources and procedures of external reviewers, their compliance function, internal policies and procedures, assessment methodologies and information used for reviews, as well as the information and the form and content of applications for recognition of third-country external reviewers. This remains in scrutiny and is not yet in force at time of writing.
Read more about the background and key provisions of the EUGBR in our earlier insights below:
EU’s AML/CFT framework
The EU Anti-Money Laundering Authority (AMLA) has launched two significant public consultations as part of the rollout of the EU's reformed AML/CFT legislative framework under the Anti-Money Laundering Regulation (AMLR). Both consultations close on 15 June 2026.
1. Draft Guidelines on business-wide risk assessment
Under the AMLR, obliged entities across both the financial and non-financial sectors must carry out a business-wide risk assessment (BWRA) to identify and assess their exposure to money laundering and terrorist financing risk across their entire operations. The BWRA is the foundational tool through which an entity determines its overall risk exposure and ensures that its AML/CFT controls are commensurate with that exposure. AMLA's draft Guidelines, published pursuant to Article 10(4) AMLR, provide guidance on how obliged entities should approach this exercise. Final Guidelines are expected in Q4 2026.
2. Draft RTS on group-wide requirements
The draft RTS, published pursuant to Articles 16(4) and 17(3) AMLR, address the AML/CFT requirements applicable to groups, including multinational groups and those with third-country operations. They focus on ensuring that groups maintain a coherent, group-wide view of AML/CFT risks and apply consistent AML/CFT policies and controls across all entities within the group. The final RTS are expected to be submitted to the European Commission by 30 September 2026.
EBA Reporting Framework 4.3 — AML and third-country branch supervisory reporting
Separately, the EBA has published a draft technical package for Reporting Framework version 4.3, covering AML and third‑country branch (TCB) supervisory reporting. This is an early release to assist firms with implementation planning ahead of the final package in June 2026.
The draft technical package includes validation rules, the Data Point Model (DPM) and XBRL taxonomies, and introduces the following new reporting requirements:
- Third-country branch supervisory reporting: new ITS on the supervisory reporting of third country branches, in accordance with Article 48l(1) of the Capital Requirements Directive with a first reference date of 31 March 2027.
- AMLA supervision identification: a new DPM and XBRL taxonomy supporting identification of entities that will fall under direct AMLA supervision, with a first reference date of 31 December 2026.
The final technical package is expected in June 2026, incorporating stakeholder feedback (the deadline for feedback was 10 May 2026).
EMIR 3 – Initial margin model authorisation
The European Banking Authority (EBA) is consulting on two draft instruments governing the authorisation of internal initial margin models public consultations for non-cleared OTC derivatives under EMIR. Both consultations close on 17 June 2026.
Under EMIR 3, counterparties using internal IM models must obtain prior authorisation from their competent authority (CA) before doing so. The two instruments under consultation provide the procedural and substantive framework for that authorisation process:
- Draft Guidelines (PDF, 385KB) – these specify the minimum information and documentation that counterparties must submit for their application to be considered complete. They build on the information already outlined in the Annex to the EBA’s No Action Letter on the application of EMIR (published December 2024), which will cease to apply once the new Guidelines enter into force; and
- Draft RTS (PDF, 742KB) - these set out the assessment techniques that CAs will apply when reviewing applications. Notably, the draft RTS apply only to counterparties belonging to groups with an aggregate monthly average notional amount of non-centrally cleared OTC derivatives exceeding €750 billion. Where an internal model relies on a pro-forma model, it must be validated by the EBA prior to authorisation by the CA.
EIOPA discussion paper on integrated data collection
The European Insurance and Occupational Pensions Authority (EIOPA) has published a discussion paper which seeks feedback from stakeholders on potential inefficiencies, overlaps and inconsistencies in regulatory reporting and disclosure requirements across Europe’s insurance and pensions sectors. The discussion paper closes for comment on 10 June 2026.
As part of the amended Solvency II Directive (2009/138/EC) (as amended), EIOPA has been mandated to produce a report for the European Commission on potential measures for an integrated data collection system for the insurance and pensions sectors. The overarching objectives of any such system would be to:
- reduce duplications and inconsistencies in existing reporting requirements
- improve data standardisation and data sharing across the sector
- reduce compliance costs for regulated entities
The discussion paper examines reporting frameworks across both the insurance sector and the institutions for occupational retirement provisions sector. Whilst noting that the reporting system for insurers under Solvency II is already well harmonised, EIOPA identifies a number of areas with scope for improvement, including:
- aligning concepts and standards across reporting frameworks
- reusing and exchanging information already collected by regulators
- modernising IT systems to support automated reporting practices
The responses received to this consultation will directly inform EIOPA’s work on a final report to the European Commission.
Digital Euro
The European Parliament postponed its vote on legislation establishing a digital euro from 5 May to 23 June 2026. The proposal forms part of the EU’s broader digital finance strategy and would provide a legal framework for the issuance of a central bank digital currency that would complement cash for retail use.
Once the Parliament has adopted its position, negotiations with the Council of the EU will commence as part of the ordinary legislative process. The timing of the vote is therefore an important milestone in determining whether, and in what form, the digital euro project proceeds.
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