European Supervisory Authorities
PRIIPs KID - ESAs publish joint supervisory statement - 9 May 2022
The European Supervisory Authorities (ESAs), comprising the European Banking Authority, the European Insurance and Occupational Pensions Authority and the European Securities and Markets Authority, have published a joint supervisory statement on expectations regarding the ‘What is this product?’ section of the key information document (KID) for packaged retail and insurance-based investment products (PRIIPs).
Having identified a range of poor practices in how PRIIP manufacturers describe products under this section (primarily relating to a general lack of clarity in the text) the supervisory statement aims to improve the quality of descriptions provided by PRIIPs manufacturers and ensure that information is presented to retail investors in an adequate, clear and accessible manner.
Joint ESA Supervisory Statement on expectations regarding the ‘What is this product?’ section of the key information document for packaged retail and insurance-based investment products (JC 2022 10)
Allianz Global Investors GmbH and others v G4S Ltd  EWHC 1081 (Ch) - 10 May 2022
‘Person discharging managerial responsibility’ - section 90A FSMA - Schedule 10A FSMA
The High Court has handed down a judgment that considers the meaning of the expression, “person discharging managerial responsibility” (PDMR) under section 90A and Schedule 10A of the Financial Services and Markets Act 2000 (FSMA). These provisions contain a regime for the civil liability of issuers of publicly traded securities for publication of false or misleading or incomplete information and for dishonest delay in publication of information to the capital markets. Liability arises where a PDMR within the issuer knew or was reckless about the offending statement or dishonestly concealed material facts, or a PDMR acted dishonestly in delaying the publication.
Mr Justice Miles held that there is nothing in the Transparency Obligations Directive (2004/109/EC) (the European instrument implemented by section 90A of FSMA) to lead a reader to think that the term PDMR should be given a meaning different to that in section 90A(9), nor is there anything to inspire a broader reading of the definition.
PDMR is restricted to directors, including de facto and arguably shadow directors, and does not include senior executives responsible for managerial decisions. The judge also confirms that paragraph 8(5) of Schedule 10A of FSMA should be given its natural reading. It clearly stipulates that, where an issuer has directors, the PDMRs are the directors (including persons occupying the position of director, by whatever name called). In the “probably unusual” case of classes of issuers with no directors, the judge comments that both section 90A(9) and paragraph 8(5) of Schedule 10A allow for PDMRs who are not directors.
Allianz Global Investors GmbH and others v G4S Ltd  EWHC 1081 (Ch)