About the Equity Capital Markets Division
The Equity Capital Markets Division replaces and continues the work of SIFMA's European Primary Markets Division (EPMD). The ECM Division focuses on the regional and cross-border commercial, regulatory, and legal issues that arise in equity-raising transactions in Europe, the Middle East, and emerging market jurisdictions. ECM Division initiatives are generated by the members, approved by the board, and carried out by AFME staff working with teams of experts from member firms. The projects take a variety of forms, from informal discussion groups to formal responses to government consultations. Each initiative, and the work of the ECM Division as a whole, looks to achieve one or more of the following outcomes:
- Afford member institutions a forum to identify, raise, and discuss industry issues and concerns;
- Eliminate inefficiencies in market practice and regulation that increase cost and impede capital formation;
- Facilitate the development of good practice, industry standards, and form documentation;
- Contribute industry expertise to facilitate an informed debate about regulation; and
- Serve as a resource for policy makers, media, and private individuals seeking to understand the equity capital markets.
From 1 November 2009 the former SIFMA EPMD website, epmd.sifma.org, will no longer be updated.
Key Issues and Initiatives
Much of the current work of the ECM Division seeks to obviate or eliminate disparities in regulation or market practice that impede the efficient execution of transactions that have a cross-border element.
Disclosure – Ensuring that investors receive accurate and meaningful disclosure is the hallmark of a well-functioning financial market. The ECM Division has declared – most recently in comments on the proposed revisions to the European Prospectus Directive - its desire to work with policymakers toward formulating disclosure standards of a high quality and to develop an electronic repository to make the resulting information freely available to investors. The upcoming review of the Transparency Directive presents another opportunity to encourage widespread acceptance of a robust integrated disclosure regime that would facilitate more rapid and efficient capital raising.
Block Trades – Significant consultation with selling shareholders has yielded a form confidentiality agreement that replace the anachronistic practice of using agreements modified from M&A practice. This form has been designed to streamline the protracted and inefficient process of renegotiating agreements in the very short time frames that are typical of a block trade transaction.
Listing Regimes – The London and Dubai authorities have each undertaken to simplify their listing rules in order to reflect changing markets. The ECM Division has filed formal comment letters in response to consultations by the Financial Services Authority and Nasdaq Dubai and has engaged in continuing discussions with the authorities to ensure that the resulting regulatory framework is appropriate to the local market, the region in which it operates, and the overarching need for global consistency.
Co-operation with the Corporate Finance Division – Often the issues faced by underwriters and corporate finance professionals overlap. In recent initiatives concerning rights offerings and changes to the UK listing regime, the ECM Division has worked with the Corporate Finance Division to develop an agreed position and file a joint submission. Members of each division attend meetings of the other and co-ordinate on matters of mutual concern.
Upcoming Initiatives – The ECM Division is exploring the role of sub-underwriting in the US and issues that arise out of block trades of foreclosed collateral. The group also works with its Asian colleagues on matters related to the audit profession, including arrangements letters, comfort letters, and procedures to be performed in a global capital markets transaction.
Organisation
The ECM Division currently consists of large global and regional banks. Law firms are also encouraged to participate.
ECM Division Board of Directors
Craig Coben, Bank of America Merrill Lynch, Chairman
Alasdair Warren, Goldman Sachs, Vice Chairman
Neil Atkinson, Bank of New York - Mellon
Roger Barb, Citi
Jon Grussing, Credit Suisse
John Farry, Deutsche Bank
Donal Quigley, J.P.Morgan
John Travis, Morgan Stanley
Ken Brown, Nomura
Charles Lucas, RBS
Roger Scotts, UBS
Peter Schaede, UniCredit
Daniel Bushner, Ashurst, Secretary
Contact
William Ferrari, Managing Director
william.ferrari@afme.eu
+44 (0) 20 7743 9320