Commission Delegated Regulation (EU) 2026/1092

Contents

THE EUROPEAN COMMISSION,Having regard to the Treaty on the Functioning of the European Union,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(3c) thereof,Whereas:

(1)To ensure recognition of the issuer-sponsored research label and reliability of the issuer-sponsored research, the EU code of conduct for issuer-sponsored research introduces a harmonised definition for issuer-sponsored research, which limits the use of that label to the investment research that the company concerned fully or partially paid for and that complies with the EU code of conduct for issuer-sponsored research. The definition excludes any trading commentary and other bespoke trade advisory services intrinsically linked to the execution of a transaction in financial instruments as they do not constitute an investment recommendation as defined in Article 3, point (35), of Regulation (EU) No 596/2014 of the European Parliament and of the Council^note.

(2)To ensure that issuer-sponsored research presents an independent, objective and reliable recommendation on the value or price of financial instruments, investment firms, using issuer-sponsored research or providing it to their clients, should ensure that such research is produced in compliance with the EU code of conduct for issuer-sponsored research. In doing so, they should assess whether the conflicts of interest between the issuer paying for the research and the provider of the issuer-sponsored research are managed effectively and do not adversely affect investors’ interests. In particular, investment firms should check whether the provider of issuer-sponsored research has a conflict-of-interest policy that enables it to effectively identify, prevent, manage, and disclose conflicts of interest.

(3)Trust in the quality and objectivity of issuer-sponsored research is essential to revitalise the research coverage of companies, in particular small and medium-sized enterprises (SMEs). To ensure that investors can develop trust in duly labelled issuer-sponsored research, investment firms should not use or distribute to their clients issuer-sponsored research whose quality they cannot assess. Investment firms should check that the provider of issuer-sponsored research has in place adequate organisational arrangements, equivalent to those required for research under Commission Delegated Regulation (EU) 2017/565^note. To avoid a negative impact on the quality of the research due to its sponsored nature, the relationship between the research analyst, research provider and issuer should be clearly specified and made transparent to users of the research.

(4)To allow for flexibility in how investment firms assess issuer-sponsored research, the investment firms may rely on an opinion from an independent third party, including an external auditor, on whether the issuer-sponsored research was produced in compliance with the EU code of conduct. To simplify the compliance process, investment firms may take into account the regulated status of the provider of issuer-sponsored research where it is an investment firm authorised under Directive 2014/65/EU that complies with this Regulation when producing the issuer-sponsored research. In all cases, investment firms remain responsible for ensuring that their obligations under Article 24(3a), 24(3b) and 24(3e) of Directive 2014/65/EU are met.

(5)To enhance research coverage of SMEs, the research provider should make available to all investors the issuer-sponsored research and any update following a material event impacting the issuer, where the issuer pays for it in full. The research that is partly paid for by the issuer may be reserved for the investors who contributed to the payment for that research, either indefinitely or for a period contractually agreed between the provider of the issuer-sponsored research and the issuer.

(6)To ensure the integrity of financial markets in the EU and to enhance investor protection and trust in those markets, it should be specified that issuer-sponsored research contains investment recommendations, as defined in Article 3, point (35), of Regulation (EU) No 596/2014. The research should therefore comply with the requirements for investment recommendations laid down in that Regulation and in Commission Delegated Regulation (EU) 2016/958^note. In particular, the obligation for the persons who produce or disseminate investment recommendations to present recommendations objectively and to disclose conflict of interests concerning the financial instruments to which the recommendation relates should also apply in the context of issuer-sponsored research, in line with Article 20 of Regulation (EU) No 596/2014.

(7)This Regulation is based on the draft regulatory technical standards submitted to the Commission by the European Securities and Markets Authority (ESMA). ESMA, in accordance with its mandate, considered the content and parameters of the French code of conduct for issuer-sponsored research which was identified by ESMA as the only widely endorsed and adhered to code of conduct, at national level.

(8)ESMA has conducted open public consultations on the draft regulatory technical standards on which this Regulation is based, analysed the potential related costs and benefits and requested advice from the Securities and Markets Stakeholder Group set up under Article 37 of Regulation (EU) No 1095/2010 of the European Parliament and of the Council^note,

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