Securities market

Supervision of the securities market involves mainly supervision of the following financial market participants and activities:

Burza cenných papierov v Bratislave, a.s. (BCBP) / Bratislava Stock Exchange (BSSE)

The Bratislava Stock Exchange, a joint stock company established in Slovakia, operates a regulated market and performs related activities under an authorisation issued by Národná banka Slovenska. The establishment and position of the BSSE is governed by the Stock Exchange Act, which also regulates the BSSE’s operation and dissolution, trading in securities and other financial instruments on the BSSE, and supervision of the BSSE.

Centrálny depozitár cenných papierov SR, a.s. (CDCP) (Slovakia’s central securities depository)

CDCP is a joint stock company established in Slovakia and carries out activities specified in the Securities Act under an authorisation issued by NBS. Its principal activities are to hold book-entry securities (recorded mainly in registers of issuers and subsequently in the respective securities accounts), to provide related services, to clear and settle transactions in financial instruments, and to maintain a register of security interests.

Crowdfunding

Crowdfunding is a form of alternative finance for enterprises which is regulated under the Crowdfunding Regulation (EU) No. 2020/1503 of 7 October 2020. The purpose of this regulation is to establish a common regulatory framework and address obstacles at the EU level in relation to provision of crowdfunding services.

Investment Guarantee Fund

The Investment Guarantee Fund (IGF), a legal entity established by the Securities Act, is tasked with i) collecting financial contributions from investment firms, branches of foreign investment firms, asset management companies, and branches of foreign asset management companies, so that if customers’ funds invested with such institutions become unavailable for redemption, they may be repaid, and ii) administering these contributions in accordance with the law.

Securities issuers

An issuer is a legal or natural person that has issued, is issuing or intends to issue securities pursuant to the Securities Act or other laws. Issuers whose securities are admitted to trading on a regulated market are required to transmit regulated and other information to the Central Register of Regulated Information.

Investment firms

Investment firms are joint stock companies established in Slovakia and their scope of business comprises the provision of one or more investment services to clients, or the performance of one more investment activities on the basis of an investment services licence issued by NBS. The operation of investment firms is governed by Articles 54 to 79a of the Securities Act.

Market manipulation

On 16 April 2014, the European Parliament and the Council of the EU adopted the Market Abuse Regulation (EU), which aims to prevent market abuse in the form of insider dealing, unlawful disclosure of inside information and market manipulation. This Regulation shall be binding in its entirety and directly applicable in all Member States from 2 July 2014 and 3 July 2016. The European Commission has published regulatory technical and implementing technical standards for this regulation, which specify the conditions, criteria and procedures for applying certain areas of this regulation.

Takeover bids and squeeze-out rights

A takeover bid as defined in Article 114(1) of the Securities Act is a public offer to conclude a contract for the purchase of all or part of the shares of the offeree company, or for the exchange of all or part of these shares for other securities, which is made to the shareholders of that company either on a mandatory basis pursuant to the Securities Act or on a voluntary basis, and which follows or has as its objective the acquisition of control of the offeree company. For the purpose of a takeover bid, ‘shares’ mean equities, interim certificates and other transferable securities which carry voting rights and are admitted to trading on a regulated market in Slovakia or in another EU Member State.

Public offering of securities

A public offering of securities as defined in Article 120(1) of the Securities Act is a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe to these securities. This definition is also applicable to the placing of securities through investment firms or foreign investment firms.

Short selling

In order to harmonise the rules for short selling and certain aspects of credit default swaps, the EU adopted Regulation (EU) No 236/2012 of 14 March 2012. The Regulation is a generally binding act that became directly applicable in its entirety across the EU as of 1 November 2012. It introduces an EU-wide transparency regime and harmonises the powers of national competent authorities (regulators) to restrict or ban short selling when faced with exceptional circumstances constituting a serious threat to financial stability or to market confidence in their Member State. The Regulation also requires investors (natural or legal persons) to notify regulators of significant net short positions relating to equities and sovereign debt (further information is available here).

The European Market Infrastructure Regulation (EMIR)

With the aim of improving transparency and mitigating credit risk in derivatives markets, the EU adopted Regulation 648/2012 on OTC derivatives, central counterparties and trade repositories of 4 July 2012, known as the EMIR regulation. EMIR lays down clearing and bilateral risk-management requirements for over-the-counter (OTC) derivative contracts, reporting requirements for derivative contracts and uniform requirements for the performance of activities of central counterparties (CCPs) and trade repositories. EMIR applies to CCPs and their clearing members, to financial and non-financial counterparties, to trade repositories and to trading venues. Reporting obligation under EMIR

Securities Financing Transactions (SFTs)

The European Parliament and the Council adopted on 25 November 2015 the Regulation on the transparency of securities financing transactions and reuse and amending Regulation (EU) No 648/2012 , known as the “SFTR“. This regulation provides for the improvement of the transparency of securities financing by introducing a reporting obligation for securities financing transactions (SFT), similar to those already applicable to derivatives transactions under the EMIR regulation, transparency towards investors and transparency of the reuse of the security. SFTs includes transactions with securities, but also some transactions with commodities, and transactions concluded between non-financial counterparties are also reported. The reporting obligation commence from different dates for different entities – more information find here

Application of the ancillary activity exemption according to the Article 2(1)(j) of MiFID II

Participants

Lists of securities markets participants that are subject to an authorisation, registration or notification regime may be found here.

Legislation

The above-mentioned laws and other generally binding regulations, as well as methodological guidelines, recommendations and opinions concerning the securities market may be found here.