(2)

Article 24 is amended as follows: the following paragraphs are inserted: ‘3a. Research produced by investment firms or by third parties and used by, or distributed to, investment firms, their clients or potential clients, shall be fair, clear and not misleading. Research shall be clearly identifiable as such or in similar terms, provided that all conditions laid down in Commission Delegated Regulation (EU) 2017/565 (*1) applicable to the research are met. 3b. Investment firms providing portfolio management or other investment services or ancillary services shall ensure that the research they distribute to clients or potential clients which is paid for, in full or in part, by an issuer shall be labelled as “issuer-sponsored research” only if it is produced in compliance with the EU code of conduct for issuer-sponsored research referred to in paragraph 3c. 3c. ESMA shall develop draft regulatory technical standards to establish an EU code of conduct for issuer-sponsored research. That code of conduct shall set out standards of independence and objectivity, and specify procedures and measures for the effective identification, prevention and disclosure of conflicts of interest. In developing the regulatory technical standards on the EU code of conduct for issuer-sponsored research, ESMA shall take into account the content and parameters of codes of conduct for issuer-sponsored research which have been established at national level prior to the date of application of the regulatory technical standards, especially where such codes have been widely endorsed and adhered to. ESMA shall also, where applicable, take into account the relevant obligations and standards on investment recommendations set out in Article 20 of Regulation (EU) No 596/2014. ESMA shall submit those draft regulatory technical standards to the Commission by 5 December 2025. Power is delegated to the Commission to supplement this Directive by adopting the regulatory technical standards referred to in the first subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010. The EU code of conduct for issuer-sponsored research shall be made publicly available on ESMA’s website. ESMA shall assess at least every five years following the adoption of the regulatory technical standards referred to in the first subparagraph of this paragraph, whether the EU code of conduct for issuer-sponsored research needs to be amended, in which case it shall submit draft regulatory technical standards to the Commission. Member States shall provide that investment firms that produce or distribute issuer-sponsored research have in place organisational arrangements to ensure that such research is produced in compliance with the EU code of conduct for issuer-sponsored research and complies with paragraphs 3a, 3b and 3e. 3d. Member States shall ensure that any issuer may submit its issuer-sponsored research, as referred to in paragraph 3b of this Article, to the relevant collection body as defined in Article 2, point (2), of Regulation (EU) 2023/2859 of the European Parliament and of the Council (*2). When submitting that research to the collection body, the issuer shall ensure that it is accompanied by metadata specifying that the information complies with the EU code of conduct for issuer-sponsored research. Such research shall not be considered to be regulated information within the meaning of Directive 2004/109/EC nor investment research within the meaning of this Directive and shall therefore not be subject to the same level of regulatory scrutiny as regulated information or investment research. 3e. Research that is labelled as “issuer-sponsored research” shall indicate on its front page in a clear and prominent way that it has been prepared in accordance with the EU code of conduct for issuer-sponsored research. Any other research material paid, in full or in part by the issuer but not prepared in compliance with that EU code of conduct for issuer-sponsored research shall be labelled as a marketing communication. (*1) Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (OJ L 87, 31.3.2017, p. 1)." (*2) Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European single access point providing centralised access to publicly available information of relevance to financial services, capital markets and sustainability (OJ L, 2023/2859, 20.12.2023, ELI: http://data.europa.eu/eli/reg/2023/2859/oj).’;" paragraph 9a is amended as follows: the first subparagraph is replaced by the following: ‘The provision of research by third parties to an investment firm providing portfolio management or other investment or ancillary services to clients shall be regarded as fulfilling the obligations under paragraph 1 if: ; an agreement has been entered into between the investment firm and the third-party provider of execution services and research establishing a methodology for remuneration, including how the total cost of research is generally taken into account when establishing the total charges for investment services; the investment firm informs its clients of its choice to pay either jointly or separately for execution services and research and makes available to them its policy on payments for execution services and research, including the type of information that can be provided depending on the firm’s choice of payment method and, where relevant, how the investment firm prevents or manages conflicts of interest pursuant to Article 23 when applying a joint payment method for execution services and research; the investment firm assesses on an annual basis the quality, usability and value of the research used, as well as the ability of the research used to contribute to better investment decisions; ESMA may develop guidelines for investment firms for the purpose of conducting those assessments; where the investment firm chooses to pay separately for execution services and third-party research, the provision of research by third parties to the investment firm is received in return for either of the following: direct payments by the investment firm out of its own resources; payments from a separate research payment account controlled by the investment firm.’ the following subparagraphs are added: ‘For the purpose of this Article, trading commentary and other bespoke trade advisory services intrinsically linked to the execution of a transaction in financial instruments shall not be considered to be research. Where an investment firm receives research from a research provider who is not engaged in execution services and is not part of a financial services group that includes an investment firm that offers execution or brokerage services, the provision of such research to the investment firm is regarded as fulfilling the obligations under paragraph 1. In such cases, the investment firm shall comply with the requirement under the first subparagraph, point (c), of this paragraph. Where known to them, investment firms shall keep a record of the total costs attributable to third-party research provided to them. Upon request, such information shall be made available on an annual basis to the investment firm’s clients. By 5 December 2028, ESMA shall prepare a report with a comprehensive assessment of market developments regarding research within the meaning of this Article. That assessment shall incorporate at least the research coverage of listed firms, the evolution of the costs and quality of that research, the impact of joint payments on execution quality, the share of separate and joint payments made by investment firms to third party providers for execution services and research, and the level of fulfilment of the demand for research by investors and other buyers. Based on that report, the Commission may, if appropriate, submit to the European Parliament and to the Council a legislative proposal concerning changes to the rules laid down in this Directive regarding research.’;

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Source: EUR-Lex (Cellar) · retrieved 2026-10-16 · Text as adopted (Official Journal); later amendments are not incorporated in this text.