LUXEMBOURG Trends and Developments Contributed by: Arnaud Arrecgros, Yann Hilpert, David De Pasquale, Beatriz Garcia and Antoine Becker, Maples and Calder
broader EU effort to modernise market infrastructure. Their influence is likely to be felt in several ways. First, enhanced transparency and the centralisation of infor- mation through ESAP and the consolidated tape are expected to strengthen investor confidence and foster greater cross-border participation. Second, the sim- plified listing regime introduced by the new Listing Directive may incentivise certain Luxembourg vehicles to consider public markets as an alternative to private financing, particularly in the case of mid-sized issuers. Finally, the increased emphasis on data accessibil- ity and reporting will drive technological adaptation, pushing market participants towards higher standards of data management and disclosure, even where the directives do not directly impose new obligations on private funds. Conclusion The transposition of MiFID III, the Listing Directive and the ESAP Directive marks an important milestone in the evolution of EU capital markets. For Luxembourg funds, the immediate framework for borrowing, lev- erage and collateral remains intact. However, these measures should not be dismissed as irrelevant. By reshaping the broader regulatory and market envi- ronment, they will indirectly influence the way funds access financing, communicate with investors and position themselves in a more transparent and inter- connected European financial system. Reforming EU Securitisation: A Legal Perspective on the 2025 Key Legal Reforms Introduction The main goal since the entry into force in 2019 of the EU’s current securitisation framework has been to use securitisation as a tool and fundamental pillar for funding the EU’s economy and to contribute to the development of markets. Nevertheless, the pulling force into different directions of the willingness of the EU authorities, on the one hand, to improve and remove the regulatory complex- ity, high costs, and fragmented supervision as barriers in the EU’s securitisation market, and, on the other hand, the need to maintain key regulatory standards without undermining core principles like transparency or risk retention, results in securitisation remaining an underutilised tool in Europe.
With the aim of paving the way for growth, addressing the above longstanding concerns on the table, the EU Commission’s June 2025 proposal unveiled a com- prehensive reform package, marking a decisive step aimed at revitalising the EU securitisation framework. By streamlining rules, targeted adjustments based on proportionality and simplification across regula- tory definitions, risk transfer mechanisms, transpar- ency obligations and supervisory co-ordination, the Commission seeks to enhance transparency, reduce compliance burdens, and promote resilience in secu- ritisation structures, without compromising financial stability, boosting the EU market’s competitiveness. Key legal reforms Defining “public” v “private” securitisations A longstanding ambiguity in the Regulation (EU) 2017/2402 of 12 December 2017, laying down a gen- eral framework for securitisation (the “EU Securitisa- tion Regulation”) has been the distinction between public and private securitisations. The Commission proposes for the first time formal definitions to be included in Article 2 of the EU Secu- ritisation Regulation, defining public transactions as those requiring a prospectus (under Regulation (EU) 2017/1129), listed on EU trading venues, or broadly marketed. All others that do not fulfil the aforemen- tioned requirements are deemed private. Notwithstanding the much-needed clarity and regu- latory improvement consistency, the new broadened definition of “public securitisation” could overextend the classification to cover transactions beyond its original intent by capturing some which are currently considered to be “private” (such as the transactions listed on EU trading venues), having the (un)practical effect of limiting the number of transactions that would benefit from the new proposed simplified reporting template for private securitisations, thereby triggering more stringent transparency and disclosure obliga- tions. Rather than easing regulatory burdens, this could instead increase costs and impose significant com- pliance demands on a large segment of the securitisa- tion market. The result may be a decline in EU secu-
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