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Sanne Regulatory Update Q3

Insight 24 September 2021

Sanne Regulatory Update Q3

Summer = rest? While summer has often proven a good time to recharge batteries, one might expect a bit of a quieter activity from regulators worldwide. As we enter autumn, it marks a good point to pause and take stock of the market, economic developments and most importantly key regulatory updates worldwide and what drives them.

Welcome to our Q3 regulatory watch.


  • As always, let’s start with the EU. On 30 June, the European Banking Authority launched a consultation (running until 30 September) on risk retention as part of draft regulatory technical standards for the EU Securitisation regulatory framework. A few weeks later, on 23 July, and still on EU Securitisation, ESMA also launched a consultation (running until 17 September). This consultation is broader with topics varying from the effects of the regulation, private securitisations to disclosure on environmental performance and sustainability.
  • Now that we are on the always-important topic of ESG within the EU, we found out on 9 July that the application of SFDR’s Level 2 regulatory technical standards is being delayed until 1 July 2022. On 26 July, ESMA released a Q&A on the application of the SFDR. This Q&A clarifies a few key points, such as the applicability to of the regulation to sub-threshold and non-EU AIFMs. Read our Insights for further details.
  • Various Q&As focusing on the UCITS/AIFMD Directives as well as the Benchmarks and Prospectus Regulations were issued by ESMA in late July.
  • SPACs were also referred to in ESMA’s guidance note on the topic published in July.
  • Moving on to AML/CFT frameworks, the EU Commission announced on 20 July the creation of a package relating to AML/CFT. The package consists in four proposals: (1) A regulation establishing a new EU AML/CFT Authority, (2) a regulation on AML/CFT, containing directly-applicable rules, including in the areas of CDD and Beneficial Ownership, (3) a sixth Directive on AML/CFT (AMLD6) and (4) a revision of the 2015 Regulation on transfers of Funds to trace transfers of crypto-assets. In parallel, the EBA launched an EU-level consultation on the role and responsibilities of AML/CFT compliance officers.
  • The EU Cross Border Distribution of Funds Directive (CBDF), which focuses on pre-marketing in the EU, came into effect on 2 August 2021. See our Insights for further details, along with ESMA’s guidelines.
  • Moving our focus to Luxembourg but keeping with the CBDF, the CSSF published a page and FAQ relating to the CBDF regime. The regulator also updated its AIFMD FAQ.
  • Luxembourg also saw its own SPAC moment, with the Luxembourg Stock Exchange’s issuance of guidelines relating to SPACs listing framework.
  • Keeping our focus on SPACs and attracting capital, but this time in the UK, which has seen an important list of regulatory updates take place in late June and July. The FCA published a policy paper on SPAC rules, effective 10 August.
  • The upcoming IFPR regime, which comes into effect on 1 January 2022 and focuses on UK asset managers, saw the FCA issue a Policy Statement in late June as well as a third and final consultation round (until 17 September) on the regime. The FCA is expecting to publish the final rules in autumn 2021.
  • Launched in 2020, the consultations on UK Asset Holding Companies have begun getting feedback from HM Treasury, notably through response on the second round of consultations issued on 19 July and draft legislation on the taxation of AHCs in alternative fund structures.
  • ESG is now the always-invited guest to any regulatory watch and the UK Whilst not having on-shored the SFDR/EU Taxonomy regulations, the FCA begun consulting on further climate-related disclosure rules, the first relating to extending the application of TCFD aligned listing rules to issuers of standard listed equity shares, and the second introducing TCFD aligned disclosures requirements for asset managers, life insurers and FCA regulated pension providers (both running until 10 September). Another piece of communications relating to ESG was the 19 July FCA letter containing guiding principles to authorised ESG and sustainable investment funds.
  • Other regulatory updates from the UK saw a consultation on its own UK Securitisation Regime as well as a review relating on host management firms and a research note on crypto-asset ownership.
  • In the Channel Islands, notable updates also focused on ESG. The Jersey Financial Services Commission published on 15 July updated Codes of Practice after a prior sustainable investments consultation. The moves comes about a month after a similar update done in Guernsey.
  • Heading south to Mauritius, the FSC published an FAQ after the launch of the Special Purpose Fund regime in early June (read our Insights for further details).
  • Additionally, the Securities (Amendment) Act 2021 was published on 3 July and came into effect on 31 July, with the aim of boosting Mauritius’ attractivity on global capital markets (read our Insights for further details).
  • Finally, the Mauritius Revenue Authority issued a Statement of Practice in late August on Trusts and Foundations, in response to the amendments brought by the Finance Act 2021 to the Income Tax Act 1995 (read our Insights for further details).


  • In the US, the SEC started July by released draft instructions for K2 and K3 tax filings, which will start being due in 2022.
  • On 21 July and with an effective date of 16 August 2021, the SEC issued an order which resulted in raising qualified client thresholds (Read our Insights for further details).
  • Although not on its regulatory agenda, the SEC chair also announced looking into cryptocurrency trading (read our Insights for further details).
  • Last, but not least, the US Senate also proposed a draft legislation under which carried interest would be subject to ordinary income treatment (read our Insights for further details).
  • The Cayman Islands officially added partnerships to the list of entities subject to economic substance requirements, albeit with caveats on which partnerships are in scope.
  • CIMA also published guidance notes on the upcoming Fund Annual Returns in scope for the Private Funds Law which came into effect in February 2020 (read our earlier Insights on the PFL), the deadline for the first reporting is set for 31 October (after a recent deadline extension). Managers will also be required to file a Related Fund Entity Return, which also has a guidance note from the regulator.
  • More recently, the Cayman Ministry of Financial Services launched a consultation (running until 4 October) on the enhancement of its Beneficial Ownership Framework.


  • Singapore started the quarter with a consultation (running until 31 July) launched by ACRA on the transparency and beneficial ownership of companies and limited liability partnerships.
  • The Monetary Authority of Singapore released a revised version of its guidelines on licensing, registration and conduct of business for fund management companies on 11 August.
  • SPACs are everywhere and Singapore is no exception. The SGX published its new listing framework on 2 September.
  • Still in Singapore, and ahead of its application from August 2022, we prepared Insights on how to adapt to the latest Guidelines on Environmental Risk Management for Asset Managers.
  • ESG is also quite alive in Hong Kong, with the SFC releasing a circular to management companies of SFC-authorised unit trusts and mutual funds in late June. More recently, the SFC also published conclusions from prior consultations on climate related risks in funds (read our Insights for further details).
  • Hong Kong’s Securities and Futures Commission recently announced the issuance of a questionnaire on asset management activities relating to private funds (other than hedge funds) and managed accounts. The questionnaire will cover the period from 1 October 2020 to 30 September 2021 and will be directly sent to managers in late September 2021.

Other insights from Paul Séjournant

Insight 4 August 2022
Bringing new insights to regulatory compliance: Private Funds CFO feature
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Insight 2 August 2022
Q2 2022 regulatory update
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Insight 29 July 2022
Update on the Trust Registration Service
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