Projective Group’s Risk & Compliance specialists closely monitor financial law and regulation developments. Using our compliance software, Ruler, we keep track of all current affairs. We then determine the impact of the changes and translate the developments into our clients’ daily practice.
What developments should your organisation be aware of? In our quarterly Regulatory Updates, we provide a structured overview of regulatory changes and their impact on financial institutions. In this article, we highlight a number of developments.
In this video, expert Danielle personally guides you through the key highlights of the latest regulatory developments. This video is currently only available in Dutch.
Looking back
Which legislation recently came into effect?
24 April 2025: Updated ESMA guidelines on stress testing for money market funds entered into force. These are updated annually and are particularly relevant for fund managers.
19 May 2025: New guidelines on ICT incidents became effective. Financial institutions must now report aggregated costs and losses resulting from significant ICT disruptions.
28 June 2025: The Accessibility Directive came into effect. Banking services and financial e-commerce must now be accessible for people with disabilities. This includes clear communication, accessible apps and websites, and easy-to-understand information. Existing services have until June 2030 to comply, but new or modified services must comply immediately. Institutions that do not meet accessibility requirements must report this to the AFM via the AFM Portal. The reporting form is expected to be available in early August, and reporting is required in line with the AFM’s published policy.
In this article, we cover the following developments:
EU Listing Act: European legislative framework on stock exchange listings
The European Commission presented the Listing Act on 7 December 2022. The final text was published on 14 November 2024 and partially entered into force on 4 December 2024. Most substantive rules will apply from March or June 2026, depending on the provision. Member States must implement national legislation by the end of 2026.
The goal of the Listing Act is to make listing on European capital markets easier, more attractive, and less costly. Key changes include:
Simplification of the prospectus regime This includes a standardised and simplified EU Growth Prospectus designed to help SMEs and growth companies access capital markets more easily and affordably. Secondary issuances are also simplified - no full prospectus is required, and regulatory approval will be faster due to the reduced content requirements.
Shortening of lock-up periods after IPOs The Act allows shareholders to sell shares sooner after an IPO, improving liquidity and making listings more attractive to companies and investors.
Tightened transparency requirements Listed companies must handle market-sensitive information, such as takeover talks or financial setbacks, more carefully and transparently. The rules clarify when this information must be made public to prevent insider trading and ensure fair and timely investor communication.
Clearer rules on market-sensitive information The Act clarifies obligations to avoid unnecessary disclosures that could disrupt the market.
Improved access for retail investors Information aimed at retail investors must be simplified and made more accessible, enabling non-professional investors to better understand IPOs and make informed decisions.
Changes to MiFID II research rules (following from the Listing Act)
The Listing Act also amends rules on investment research payments, making it easier and more affordable to research small and mid-cap listed companies. Delegated Directive 2017/593 is being amended accordingly.
Key changes include:
Rebundling of fees permitted again Asset managers may now combine research and transaction fees into a single payment to brokers, regardless of company size. This was mainly banned under MiFID II, except for companies under €1 billion.
More flexibility for issuer-sponsored research A new code of conduct will apply to research paid for by the company itself. This aims to ensure transparency and allows investors to assess the independence of the research.
Mandatory evaluation and transparency Investment firms must evaluate the quality and added value of acquired research on an annual basis and inform investors accordingly.
Member States must transpose these MiFID II changes, including research rules, into national law by 6 June 2026.
Revision of AIFMD and amendments to UCITS Directive
The revised AIFMD and UCITS Directive (Directive 2024/927), published on 26 March 2024, introduces significant changes for Dutch managers of alternative investment funds (AIFs) and UCITS.
For AIFMs, new obligations include:
Rules on fund lending;
Liquidity management (mandatory use of at least two liquidity management tools);
Outsourcing;
Investor transparency; and
Expansion of permitted ancillary services.
For UCITS managers, similar changes apply, particularly in relation to liquidity management and delegation.
A new requirement mandates that managers have at least two full-time directors based in the EU. While the substance of this requirement is defined, the specific interpretation of “full-time” (e.g. number of hours, side activities) is still being clarified.
The directive enters into force on 16 April 2026, with national implementation required by then. Detailed Level II and III rules (e.g. technical standards on liquidity management and open-ended loan funds) are still in development, with final versions expected in 2025. Some requirements are delayed and will likely not take effect until after 2026.
Revision of the Distance Marketing of Financial Services Directive
Directive 2023/2673 on distance marketing was published on 28 November 2023 and has recently been consulted in the Netherlands. It applies to financial services contracts concluded remotely without human interaction.
Key provisions include:
Right of withdrawal Consumers have a 14-day withdrawal right, extended to 30 days for individual pension products. In the Netherlands, an online “withdrawal button” will be mandatory.
Pre-contractual information Essential information must be provided clearly and accessibly on a durable medium. If shared less than one day before the agreement, the withdrawal right must be reconfirmed within 1 to 7 days.
Accessibility for visually impaired consumers Information must be made available in appropriate formats (e.g. braille, audio, digital), ensuring equal access.
Communication channel transparency Providers must display contact details (e.g. phone, email) and complaints procedures.
Protection against misleading design (“dark patterns”) Online interfaces must not mislead consumers. Further rules will be developed in secondary legislation.
Option for human intervention Fully automated systems (e.g. robo-advice, chatbots) must allow consumers to switch to human contact.
Where no specific EU legislation applies, this directive covers all financial services (including banking, credit, insurance, personal pensions, investments, and payments) that are agreed upon remotely.
Member States must implement the directive by 19 December 2025, and the rules will take effect from 19 June 2026.
Looking ahead
What other legislative changes are on the horizon? In our next Regulatory Update, we’ll explore the following topics in more detail:
We hope this article has provided you with a comprehensive overview of recent and upcoming developments. Want to ensure nothing slips through the cracks? You can request a tailored Regulatory Update (available in Dutch or English)
This quarterly report includes the latest developments, legislative changes, regulatory publications, and consultations, fully tailored to your organisation and activities. Our consultants provide insights into the relevance of each development, and there is room for follow-up questions, including legal clarifications, as needed.
With our Regulatory Update, you’ll stay informed about upcoming legal changes and avoid surprises.
Our experts will discuss the potential impact on your organisation and advise on next steps and practical implementation. They can also support you in drafting an action plan to update policies and procedures, so that you remain in complete control.
