Commission Delegated Directive (EU) 2026/374

Contents

THE EUROPEAN COMMISSION,Having regard to the Treaty on the Functioning of the European Union, and in particular Article 53(1) thereof,Having regard to Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU^note, and in particular Article 24(13) thereof,Whereas:

(1)Directive (EU) 2024/2811 of the European Parliament and of the Council^note amended Directive 2014/65/EU to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises, notably by fostering more investment research on those companies, bringing them more visibility and more prospects of attracting potential investors.

(2)Directive (EU) 2024/2811 amended the way investment firms may pay for third party execution and research services by giving those firms the option to choose between paying separately or jointly for those services. Such flexibility recognises the administrative burden that organising separated payments for execution and research services may represent for certain firms, which then choose to no longer provide or use research services, in particular on small and mid-cap companies.

(3)Commission Delegated Directive (EU) 2017/593^note only details requirements associated to a joint payment for execution and research services. It is necessary to reflect the fact that investment firms are now allowed to choose to pay jointly or separately for those services and that in both cases, requirements in terms of quality assessment of the research should apply.

(4)The flexibility given to investment firms as regards the method of payment should not interfere with the obligation of those firms to act honestly, fairly and professionally in accordance with the best interest of their clients. Therefore, those investment firms should be required to assess the quality of research that they consume or provide to ensure that the research provided by a third party to them is of quality and can be used to contribute to a better investment decision, thus bringing an added-value for the end-investor.

(5)The investment firms provided with the research should assess the quality of that research annually. To ensure that the research effectively contributes to a better investment decision, in line with the investment strategy applicable to the clients’ portfolio, investment firms should do so on the basis of robust quality criteria. Where the annual assessment reveals a lack of quality of the research, or a lack of its usability or contribution to a better investment decision, the investment firms concerned should consider actions to remedy the situation, including requesting the third party research provider to enhance the quality of the research, stopping the use or distribution of the research of insufficient quality or choosing an alternative provider of the research.

(6)The European Securities and Market Authority, established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council^note, has been consulted for technical advice on the rules laid down in this Delegated Directive.

(7)To enable competent authorities and investment firms to adapt to the new requirements so that they can be applied in an efficient and effective manner, the date of transposition and the date of application of this Delegated Directive should be aligned with the date of transposition and the date of application, respectively, of Directive (EU) 2024/2811.

(8)Delegated Directive (EU) 2017/593 should therefore be amended accordingly,

HAS ADOPTED THIS DIRECTIVE: