LUXEMBOURG Law and Practice Contributed by: Andreas Heinzmann, Valerio Scollo and Angela Permunian, GSK Stockmann
6. Marketplaces, Exchanges and Trading Platforms 6.1 Permissible Trading Platforms In accordance with MiFIR/MiFID II rules, as transposed into national law, trading venues in Luxembourg can be divided into three cat - egories: regulated markets, multilateral trading facilities (MTFs) and organised trading facilities (OTFs). Operators of a regulated market, an MTF or an OTF are subject to the authorisation and supervision of the CSSF. The only entity authorised to operate the business of a trading venue in Luxembourg is the Luxembourg Stock Exchange, which operates the regulated mar - ket named Bourse de Luxembourg and an MTF named Euro MTF. At present, there are no OTFs based in Luxembourg. In addition, MiCA introduced a specific legal framework applicable to CASPs, including crypto asset trading platforms, requiring these service providers to be authorised by the com - petent authority and setting out governance and prudential requirements to be fulfilled, including permanent minimum capital requirements. 6.2 Regulation of Different Asset Classes In general, the regulatory regime relating to trad - ing is the same for all asset classes. However, specific rules on transparency and trading are slightly different for equity and debt instruments. In addition, specific rules apply with regard to crypto-assets (see 10.5 Regulation of Block- chain Asset Trading Platforms ). 6.3 Impact of the Emergence of Cryptocurrency Exchanges The emergence of cryptocurrency exchanges and the significance of the crypto sector has led to the adoption of, and proposals for, new regulations. Following the adoption of the sixth
anti-money laundering directive, CASPs are required to comply with the AML legislation by ensuring the full traceability of transactions and authentication of the users (see 1.1 Evolution of the Fintech Market ). Further, MiCA introduced a prudential regime relating to cryptocurrency exchanges. The emergence of cryptocurrency exchanges and the growth of the sector around crypto- assets has also prompted Luxembourg to adopt the Blockchain IV Law. Additional regulatory changes at European lev - el are expected with respect to decentralised exchanges (see 10.9 Decentralised Finance (DeFi) ). 6.4 Listing Standards Listing standards vary depending on the relevant trading venue and the type of financial instru - ment. In accordance with the Law of 30 May 2018 on markets in financial instruments, as amended, regulated markets shall have clear and transparent rules regarding the admission to trading of financial instruments. For listing on the Luxembourg Stock Exchange’s regulated mar - ket, issuers must publish a prospectus prepared in accordance with Regulation (EU) 2017/1129 on prospectuses (the “Prospectus Regulation” ) that has been reviewed and approved by the CSSF. Alternatively, the prospectus may be approved by a competent authority of another EU member state and passported to Luxem - bourg. For listing on the Euro MTF in Luxem - bourg, the prospectus must be approved by the Luxembourg Stock Exchange. Following the listing and admission to trading on either trading venue, issuers must regularly
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