Updated 07/09/2024
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Article 8 - Conflicts of interest

Article 8

Conflicts of interest

1.   Crowdfunding service providers shall not have any participation in any crowdfunding offer on their crowdfunding platforms.

2.   Crowdfunding service providers shall not accept as project owners in relation to the crowdfunding services offered on their crowdfunding platform any of the following:

(a)

their shareholders holding 20 %, or more, of share capital or voting rights;

(b)

their managers or employees;

(c)

any natural or legal person linked to those shareholders, managers or employees by control as defined in point (35)(b) of Article 4(1) of Directive 2014/65/EU.

Crowdfunding service providers that accept as investors in the crowdfunding projects offered on their crowdfunding platform any of the persons referred to in points (a), (b) and (c) of the first subparagraph shall fully disclose on their website the fact that they accept such persons as investors, including information on the specific crowdfunding projects invested in, and shall ensure that such investments are made under the same conditions as those of other investors and that those persons do not enjoy any preferential treatment or privileged access to information.

3.   Crowdfunding service providers shall maintain and operate effective internal rules to prevent conflicts of interest.

4.   Crowdfunding service providers shall take all appropriate steps to prevent, identify, manage and disclose conflicts of interest between the crowdfunding service providers themselves, their shareholders, their managers or employees, or any natural or legal person linked to them by control, as defined in point (35)(b) of Article 4(1) of Directive 2014/65/EU, and their clients, or between one client and another client.

5.   Crowdfunding service providers shall disclose to their clients the general nature and sources of conflicts of interest and the steps taken to mitigate them.

Such disclosure shall be made on the website of the crowdfunding service provider in a prominent place.

6.   The disclosure referred to in paragraph 5 shall:

(a)

be made on a durable medium;

(b)

include sufficient detail, taking into account the nature of each client, to enable each client to take an informed decision about the service in the context of which the conflict of interest arises.

7.   ESMA shall develop draft regulatory technical standards to specify:

(a)

the requirements for the maintenance or operation of internal rules referred to in paragraph 3;

(b)

the steps referred to in paragraph 4;

(c)

the arrangements for the disclosure referred to in paragraphs 5 and 6.

When developing those draft regulatory technical standards, ESMA shall take into account the nature, scale and complexity of the crowdfunding services provided by the crowdfunding service provider.

ESMA shall submit those draft regulatory technical standards to the Commission by 10 November 2021.

Power is delegated to the Commission to supplement this Regulation by adopting the regulatory technical standards referred to in the first subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.