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16 December 2019 / article

Investment Management News Update – Autumn 2019

The Investment Management News Updates: an overview in which our Investment Management Team highlights recent developments.

Loyens & Loeff publications
The Prospectus Regulation: the obligation to publish a prospectus and the related exemptions (the Netherlands)
On 14 June 2017 the Prospectus Regulation was adopted, which replaced the Prospectus Directive (2003) as of 21 July 2019. In this article we set out the scope of the obligation to publish a prospectus under the Prospectus Regulation and the changes compared to the previous prospectus regime. Read the contribution in the journal Tijdschrift voor Financieel Recht written by Kitty Lieverse and Eva Kempenaar (only in Dutch). Click here to read this update

Implementation of the Dutch UBO-register (the Netherlands)
On 4 October, 2019, certain amendments to and clarification of the “Act on the registration of ultimate beneficial owners of corporate entities and other legal entities” (the UBO-register) were presented by the Dutch government to parliament. In this newsletter the implementation and certain practical aspects of the Dutch UBO-register are described. Click here to read this update

AFM publishes new best practices on AIFMD compliance (the Netherlands)
On 18 November 2019 the Dutch Financial Markets Authority (Autoriteit Financiële Markten) has published its improved best practices in respect of the compliance with Directive 2011/61/EU (AIFMD) for licensed managers. Click here to read this update

UK AIFMs may continue to manage Luxembourg AIFs after no-deal Brexit as third country AIFMs subject to certain conditions (Luxembourg)
The CSSF issued a press release to alternative investment managers authorised in accordance with AIFMD in the United Kingdom and managing Luxembourg AIFs. UK AIFMs shall provide the CSSF with certain documents if they intend to continue their activities in Luxembourg as third-country managers after a hard Brexit. Click here to read this update

Cross border funds: 5 practical aspects for AIFMs (the Netherlands)
The new regulation and directive on cross-border distribution of collective investment undertakings introduce: (i) a definition of pre-marketing, (ii) uniform requirements for marketing materials, (iii) the possibility of ex-ante notification of marketing materials (when marketing to retail investors), (iv) rules for de-notification, (v) new rules aimed at transparent and proportionate fees and charges levied by competent authorities and (vi) a new central (ESMA) database on the cross-border marketing of collective investment undertakings. Click here to read this update

Data Protection & Privacy Updates

For updates on the GDPR, please visit the webpage of the Loyens & Loeff Data Protection and Privacy Team.

Legislative dates for your diary
01.09.2019  AFM consultation deadline: Wijziging van de beleidsregel geschiktheid 2012, Click here
14.09.2019  Dutch legislative consultation deadline: Wijziging Besluit bekostiging financieel toezicht 2019 ivm doorberekening vanaf 2020, Click here
16.09.2019  DNB consultation deadline: Consultatie Leidraad Wwft en Sw, Click here
24.10.2019  Dutch legislative consultation deadline: Implementatiebesluit wijziging vierde anti-witwasrichtlijn, Click here
31.10.2019 ESMA consultation deadline: Guidelines on performance fees in UCITS, Click here
01.11.2019  Dutch legislative consultation deadline: Wijziging eind- en toetstermen vakbekwaamheid Wft 2020, Click here
29.11.2019  ESMA consultation: Consultation MAR review, Click here
13.01.2020  ESAs consultation deadline: on changes to the key information document for PRIIPs, Click here

Effective Dates EU
30.09.2020  Application date: ESMA Guidelines on LST in UCITS and AIFs, Click here
  Application date: Commission Delegated Regulation (EU) 2019/820 of 4 February 2019 supplementing Regulation (EU) No 345/2013 of the European Parliament and of the Council with regard to conflicts of interest in the area of European venture capital funds, Click here

Effective Dates The Netherlands
01.01.2020  Entry into force: Besluit van 9 september 2019 tot vaststelling van het tijdstip van inwerkingtreding van de Wijzigingswet financiële markten 2019, Click here

Implementation Mandatory Disclosure Directive (MDD) in the Netherlands.

The MDD will be effective as from 1 July 2020 with retroactive effect to 25 June 2018. The MDD imposes an obligation on “intermediaries” or alternatively on the relevant taxpayer to report information on certain “reportable cross-border arrangements” to the tax authorities. In the parliamentary proceedings the Dutch State Secretary of Finance stated that, in the Netherlands, a fund manager may qualify as intermediary in case in-house legal or tax advisers are involved in reportable arrangements of the investment funds under management. This remark may create additional reporting obligations for Dutch fund managers.

Should you require any assistance in the field of Investment Management, please contact your trusted adviser of our Investment Management Team.

Although this publication has been compiled with great care, Loyens & Loeff N.V. and all other entities, partnerships, persons and practices trading under the name  'Loyens & Loeff', cannot accept any liability for the consequences of making use of this issue without their cooperation. The information provided is intended as general information and cannot be regarded as advice.

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Acquisition of shares by fund manager subject to RETT

The acquisition of shares in a real estate company by a fund manager is taxed with real estate transfer tax. read more
Legislative proposal on additional withholding tax

Legislative proposal on additional withholding tax on dividends

The Dutch government published the legislative proposal to introduce an additional withholding tax on intragroup dividends to low-taxed jurisdictions. read more

Open up the Fixed Costs Allowance

Dutch large enterprises become eligible for the Fixed Cost Allowance pursuant to approval European Commission. read more