MiFID II / MiFIR seminar Planning your MiFID II / MiFIR Project. Hannah Meakin, Partner Norton Rose Fulbright LLP 15 October 2014

Transcription

1 MiFID II / MiFIR seminar Planning your MiFID II / MiFIR Project Hannah Meakin, Partner Norton Rose Fulbright LLP 15 October 2014

2 Planning your MiFID II / MiFIR Project

3 Macro themes in your MiFID II / MiFIR project Macro theme 1: Strategic implications group reorganisation necessary due to changes in exemptions and third country requirements? Macro theme 3: Conduct of business many small amendments which add up to significant changes including amendments to terms of business Macro theme 2: Dealing effectively with the new markets requirements OTFs, algorithmic trading, position limits, increased transparency etc Macro theme 4: Creating a project team the key question is how you keep track of the mass of paper 3 MiFID II / MiFIR seminar

4 Indicative timings for initial project planning Dates Key events What firms should be doing Q Q Q Dec ESMA to submit technical advice to Commission Dec ESMA to consult on RTS and ITS We would expect ESMA consultation to close before March We expect to see FCA discussion/consultation papers on implementation Determine business impacts Influence priority areas Form core project team Use consultation to refine impact assessment Respond or feed into industry responses Initial gap analysis on conduct requirements Use FCA papers to refine gap analysis on conduct issues Respond or feed into industry responses Initial thinking on what structural issues arise from markets changes Q July ESMA to submit final RTS to Commission Plan what work needs to be done on conduct issues Make decisions on structural issues resulting from markets changes Q Dec ESMA to submit final ITS to Commission Start implementing any structural changes Q Q We would expect significant applications to be submitted to FCA e.g. new OTFs and MTFs and APAs We would expect less complex applications to be submitted to FCA e.g. commodities trading firms Continue implementing any structural changes e.g. prepare applications and documentation for OTFs Start implementing conduct issues Q Firms will want to be finalising new arrangements and changes to relationships with other firms Q Firms with end clients should be amending documentation by now 3 Jan 2017 Implementation of most provisions 4 MiFID II / MiFIR seminar

5 First steps Is there anything about your business that can t work the way it does now? e.g. research third party payments client categorisation changes/ appropriateness DEA Is there anything you no longer want to do? Is there anything you need to delegate to another firm? Do you need to reorganise any business lines? e.g. conflicts restrictions on OTFs and SIs Is there anything you do that will come into regulation in a new way? e.g. any exemptions you can no longer rely on any new permissions needed services that require notification third country affiliates Key questions What is your business? Who are your clients? Who else do you rely on? Determining the impact and who needs to be involved in your project Angles to consider Your own perspective What your clients need How your service providers may change what do you need to know about their plans? Are there any brand new arrangements you ll need? e.g. transparency APAs market making and DEA agreements market monitoring What arrangements will you need to extend or upgrade? systems and controls e.g. algorithms policies and procedures e.g. transaction reporting best execution How will all of this need to be reflected in documentation? e.g. client facing terms of business market facing - agreements internal policies and procedures 5 MiFID II / MiFIR seminar

6 The process in overview 7 step action plan 1. Identify Identify the areas of regulatory change introduced by MiFID II/MiFIR which are likely to impact the firm 2. Governance Establish an internal structure to ensure the relevant people are involved 3. Business strategy Conduct a high level assessment to identify how MiFID II/MiFIR will impact business strategy and revenue 4. Gap analysis Identify regulatory gaps and any new requirements 5. Plan & budget Be aware of key events and plan stages of implementation in line with timeline and budget 6. Implementation measures Design a system to address the implementation measures and begin the implementation process 7. Training and awareness Ensure the firm is aware of the regulatory changes and provide bespoke training accordingly 6 MiFID II / MiFIR seminar

7 How we can help you

8 The Norton Rose Fulbright team Legal Regulatory Risk and Compliance Government Relations and Public Policy Knowledge Buy-side Banking Markets Retail Wholesale UK France Germany Italy Netherlands Poland Belgium Greece Outside the EU Friends in other countries 8 MiFID II / MiFIR seminar

9 Identifying the mix of what you need Legislative positioning: Not for all players but for some there are some key positioning issues Structural advice: A mix of skills needed for this and a great example of the collapse of the front/back office divide Redoing the documentation: The traditional legal skill, e.g. conflicts and best execution. A lot of emphasis on this in MiFID II Risk and compliance: Changes to practical procedures and systems and controls needed 9 MiFID II / MiFIR seminar

10 Your MiFID II COBS project MiFID Assist For firms that may only need to make small tweaks to current practices and want to do it themselves Composite toolkit for each COBS area Fixed price per toolkit Separate handholding as required From January 2015 COBS Checker COBS Gaps Final NRF legal and compliance review of implementation Online questionnaire Tests the robustness of your existing systems, policies and procedures Free! Next day ed response from NRF Highlights gaps in COBS practices to MiFID II Free! MiFID Expert For firms that may need more wholesale changes or do not have the time to do it themselves Team of experts Traditional implementation project Fixed fees for project Implementation from both legal and compliance perspective 10 MiFID II / MiFIR seminar

11 Your MiFID II markets project 11 MiFID II / MiFIR seminar

12 Our MiFID II programme in overview 15 October 2014: Norton Rose Fulbright MiFID II seminar in London Client special alert s as the major developments occur Ad hoc client flyers and specialist products MiFID II seminars in Norton Rose Fulbright offices in the EU Further coverage in our 40 minute briefings Further specialist seminars in 2015 including outside EU Client briefing notes on various elements of MiFID II Video commentary Traffic lights, COBS Checker and MiFID Assist/Expert Regular updates on our new blog Financial Services: Regulation tomorrow Updates to our online technical resource: Pegasus MiFID II & MiFIR Markets: Scope & Impact Analysis 12 MiFID II / MiFIR seminar

13 Pegasus 13 MiFID II / MiFIR seminar

14 MiFID II / MiFIR team Jonathan Herbst Partner jonathan.herbst@nortonrosefulbright.com Hannah Meakin Partner hannah.meakin@nortonrosefulbright.com Peter Snowdon Partner peter.snowdon@nortonrosefulbright. com Imogen Garner Partner imogen.garner@nortonrosefulbright. com Conor Foley Advisor Government and regulatory affairs conor.foley@nortonrosefulbright.com Lisa Lee Regulatory and compliance advisor lisa.lee@nortonrosefulbright.com Simon Lovegrove Head of financial services knowledge simon.lovegrove@nortonrosefulbright.com 14 MiFID II / MiFIR seminar

15 MiFID II / MiFIR team Tara Mokijewski Of Counsel tara.mokijewski@nortonrosefulbright.com Kennedy Masterton - Smith Senior kennedy.mastertonsmith@nortonrosefulbright.com Anushka Herath Senior anushka.herath@nortonrosefulbright.com Charlotte Henry Senior charlotte.henry@nortonrosefulbright.com Jamie Gray jamie.gray@nortonrosefulbright.com Jack Prettejohn jack.prettejohn@nortonrosefulbright.com Matthew Gregory matthew.gregory@nortonrosefulbright.com 15 MiFID II / MiFIR seminar

16 MiFID II / MiFIR team Lucy Axford lucy.axford@nortonrosefulbright.com Adrian Shedden adrian.shedden@nortonrosefulbright.com Iona Wright iona.wright@nortonrosefulbright.com Catherine Blake catherine.blake@nortonrosefulbright.com Mark Chalmers mark.chalmers@nortonrosefulbright.com Jochen Vester jochen.vester@nortonrosefulbright.com Josie Collyer josie.collyer@nortonrosefulbright.com Alfred Bridi alfred.bridi@nortonrosefulbright.com 16 MiFID II / MiFIR seminar

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18 Disclaimer Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz Inc) and Fulbright & Jaworski LLP, each of which is a separate legal entity, are members ( the Norton Rose Fulbright members ) of Norton Rose Fulbright Verein, a Swiss Verein. Norton Rose Fulbright Verein helps coordinate the activities of the Norton Rose Fulbright members but does not itself provide legal services to clients. References to Norton Rose Fulbright, the law firm, and legal practice are to one or more of the Norton Rose Fulbright members or to one of their respective affiliates (together Norton Rose Fulbright entity/entities ). No individual who is a member, partner, shareholder, director, employee or consultant of, in or to any Norton Rose Fulbright entity (whether or not such individual is described as a partner ) accepts or assumes responsibility, or has any liability, to any person in respect of this communication. Any reference to a partner or director is to a member, employee or consultant with equivalent standing and qualifications of the relevant Norton Rose Fulbright entity. The purpose of this communication is to provide information as to developments in the law. It does not contain a full analysis of the law nor does it constitute an opinion of any Norton Rose Fulbright entity on the points of law discussed. You must take specific legal advice on any particular matter which concerns you. If you require any advice or further information, please speak to your usual contact at Norton Rose Fulbright. 18