Publications
& Policy

The Alternative Investment Fund Managers Directive (AIFMD or Directive 2011/61/EU) creates a comprehensive regulatory and supervisory framework for the management and marketing of private equity, venture capital and other alternative investment funds (AIFs) in the European Economic Area. The harmonised European standards for alternative investment fund managers (AIFMs) aim to enhance the transparency of the activities of AIFMs and the funds they manage towards investors and public authorities.

The ELTIF Regulation came into force in 2015 and created a new European product framework for both professional and retail investors looking to invest in long-term assets. To qualify as an ELTIF, a fund must first be an Alternative Investment Fund and then meet certain other conditions. Eligible investments include debt and equity instruments in all unlisted companies, as well as real assets such as infrastructure. 

The Solvency II Directive is the legislation setting out prudential rules for the European insurance industry. It provides a risk measurement framework for defining capital requirements for insurance companies when they invest into private equity and venture capital funds.

The Institutions for Occupational Retirement Provision Directive (IORP II) establishes an EU regulatory framework for the pensions sector. Contrary to Solvency II for insurers and CRD/CRR for banks, the current Directive follows a non-risk based approach to the regulatory requirements for pension funds. However, it clarifies that investments in all alternative asset classes may not exceed 30% of the total assets of the IORP.

The KID-PRIIPS (Key Information Document for Packaged Retail Investment and Insurance-based Products) Regulation requires fund managers who sell investment products to retail investors to produce a three-page document detailing the risk profile, as well as the expected performance of the product, and to disclose costs these investors would face when investing. For this purpose, retail investors are all investors that are not deemed professional under revised MiFID/MiFIR rules, which came into force in 2018.

The existence of 28 different company law and corporate governance rulebooks in Europe is considered by the Commission as one of the main barriers to a Capital Markets Union. As a result, further reviews of the Accounting Directives and other relevant pieces of legislation in this field are expected over the next few years.

Public funding has long been relevant to the development of the private equity and venture capital ecosystem. National legislative programmes aim at supporting innovation through venture and growth capital, under EU state aid rules.

The European Commission Recommendation 2003/361 sets out the main factors for determining whether a company is an small and medium-sized enterprise (SME).

The European Venture Capital Fund (EuVECA) Regulation offers a voluntary EU-wide marketing passport to qualifying fund managers, while sparing them the costs associated with authorisation and compliance with the AIFMD, such as the requirement to appoint a depositary.

Taking lessons learned from the 2008 financial crisis, international regulators and policymakers have since concerned themselves with potential sources of risk in the global financial system beyond the banking sector.

Over the past five years there has been a considerable increase in legal and regulatory initiatives put forward by the European Union to connect finance with sustainability and to tackle the climate crisis.

The European Commission has recently intensified its focus on merger control, demonstrating a proactive approach to safeguarding fair competition within the European market. In a bid to ensure a level playing field and prevent anticompetitive practices, the Commission has heightened scrutiny on mergers and acquisitions, particularly within the technology and innovation sectors.

Banks and credit institutions, like other financial market operators, are required to meet certain capital requirements and other prudential standards in order to ensure their resilience, particularly during times of market stress.

EU law oversees the conditions for the issuance of securities on public markets. The Prospectus legislation, first adopted in 2003 and last revised in 2016, sets out the information to be disclosed in the listing prospectus, which is made available to investors when a company plans to issue shares or securities.

The two most relevant state aid frameworks are the General Block Exemption Regulation (GBER) and the Risk Finance Guidelines.