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European Union (Markets in Financial Instruments) Regulations 2017 (MiFID II) [S.I. No. 375 of 2017]Introductory TextPart 1 Preliminary (regs. 1-4)Regulation 1 Citation and commencementRegulation 2 General purpose of Regulations and application of certain provisionsRegulation 3 InterpretationRegulation 4 ExemptionsPart 2 Authorisation of Investment Firms (regs. 5-16)Regulation 5 Requirement for authorisation (and certain provisions concerning MTFs and OTFs)Regulation 6 Bank to establish and maintain register of authorised investment firmsRegulation 7 Requirements of investment firm authorisationsRegulation 8 Application to Bank for authorisationRegulation 9 Prerequisites to granting authorisationRegulation 10 Time limits for grant or refusal of applications for authorisationRegulation 11 Unincorporated investment firms - special provisionsRegulation 12 Scope of authorisationRegulation 13 Withdrawal of authorisation by BankRegulation 14 Revocation of authorisation by CourtRegulation 15 Notice of proposed withdrawal of authorisation and publication of withdrawalRegulation 16 Prohibition against false or misleading application for investment firm authorisationPart 3 Regulation and Supervision of Investment Firms (regs. 17-27)Chapter 1 Management bodies and persons with qualifying holdings (regs. 17-18)Regulation 17 Management bodiesRegulation 18 Shareholders and members with qualifying holdingsChapter 2 Proposed acquisitions and disposals (regs. 19-22)Regulation 19 Interpretation of ChapterRegulation 20 Notification of proposed acquisitionsRegulation 21 Assessment periodRegulation 22 AssessmentChapter 3 Organisational requirements (regs. 23-27)Regulation 23 Organisational requirementsRegulation 23A Exemptions from product governance requirementsRegulation 24 Algorithmic tradingRegulation 25 Trading process and finalisation of transactions in MTF and OTFRegulation 26 Specific requirements for MTFsRegulation 27 Specific requirements for OTFsPart 4 Operating Conditions for Investment Firms (regs. 28-41)Chapter 1 General provisions (regs. 28-30)Regulation 28 Regular review of conditions for initial authorisationRegulation 29 General obligation in respect of on-going supervisionRegulation 30 Conflicts of interestChapter 2 Provisions to ensure investor protection (regs. 31-38)Regulation 31 Duty to act in interests of clients and comply with principlesRegulation 32 General principles and information to clientsRegulation 33 Assessment of suitability and appropriateness and reporting to clientsRegulation 34 Provision of services through the medium of another investment firmRegulation 35 Obligation to execute orders on terms most favourable to clientRegulation 36 Client order handling rulesRegulation 37 Obligations of investment firms when appointing tied agentsRegulation 37A Services provided to professional clientsRegulation 38 Transactions executed with eligible counterpartiesChapter 3 Market transparency and integrity (regs. 39-40)Regulation 39 Monitoring of compliance with rules of MTF or OTF and with other legal obligationsRegulation 40 Suspension and removal of financial instruments from trading on MTF or OTFChapter 4 SME growth markets (reg. 41)Regulation 41 SME growth marketsPart 5 Rights of EU Investment Firms and Credit Institutions (regs. 42-47)Regulation 42 Freedom to provide investment services and activitiesRegulation 43 Member State investment firms and Member State credit institutions establishing branches in the StateRegulation 44 Authorised investment firms and credit institutions establishing branches in other Member StatesRegulation 45 Access to regulated marketsRegulation 46 Access to central counterparty, clearing and settlement facilities and right to designate settlement systemRegulation 47 Provisions regarding central counterparty, clearing and settlement arrangements in respect of MTFsPart 6 Provision of Investment Services and Investment Activities to Certain Clients by third Country Firms (regs. 48-52)Regulation 48 Provision of services or performance of activities to certain clients through establishment of branchRegulation 49 Obligation to provide information to Bank etc.Regulation 50 Granting of authorisationRegulation 51 Provision of service at exclusive use of the clientRegulation 52 Withdrawal of authorisationPart 7 Regulated Markets (regs. 53-80)Regulation 53 Prerequisites for authorisation to operate regulated marketRegulation 54 Applicable law to trading conducted on domestic regulated marketRegulation 55 Application to Bank for authorisation to operate regulated marketRegulation 56 Grant of authorisation by BankRegulation 57 Refusal of authorisation by BankRegulation 58 Power of Bank to obtain further informationRegulation 59 Prohibition against false or misleading application to operate regulated marketRegulation 60 Compliance by market operators of regulated marketRegulation 61 Review and monitoring by BankRegulation 62 Withdrawal of authorisationRegulation 63 Revocation of authorisation by CourtRegulation 64 Bank to give notice of proposed withdrawal of authorisationRegulation 65 Publication of withdrawal of authorisationRegulation 66 Requirements for management body of market operatorRegulation 67 Nomination committeeRegulation 68 Further requirementsRegulation 69 Requirements relating to persons exercising significant influence over management of regulated marketRegulation 70 Organisational requirementsRegulation 71 Execution of client orders, etc. in certain circumstances: prohibitionRegulation 72 Systems resilience, circuit breakers and electronic tradingRegulation 73 Tick sizesRegulation 74 Synchronisation of business clocksRegulation 75 Admission of financial instruments to tradingRegulation 76 Suspension and removal of instruments from trading on regulated marketRegulation 77 Access to regulated marketRegulation 78 Monitoring of compliance with rules of regulated market and with other legal obligationsRegulation 79 Provisions regarding central counterparty and clearing and settlement arrangementsRegulation 80 List of regulated marketsPart 8 Position Limits and Position Management Controls in Commodity Derivatives and Reporting (regs. 81-82)Regulation 81 Position limits and position management in commodity derivatives positionsRegulation 82 Position reporting by categories of position holdersPart 9 Data Reporting Services (regs. 83-87)Regulation 83 Requirement for authorisationRegulation 84 Scope of authorisationRegulation 85 Procedures for granting and refusing requests for authorisationRegulation 86 Withdrawal of authorisation of data reporting services providerRegulation 87 Requirements for management body of data reporting services providerPart 10 Conditions for APAs, CTPs and ARMs (regs. 88-90)Regulation 88 Organisational requirements for APAsRegulation 89 Organisational requirements for CTPsRegulation 90 Organisational requirements of ARMsPart 11 The Bank as Competent Authority (regs. 91-131)Chapter 1 Designation, powers and redress procedures (regs. 91-93)Regulation 91 Bank to be competent authorityRegulation 92 Supervisory powers of Bank as competent authorityRegulation 93 Delegations, etcChapter 2 Appointment of Authorised Officers, Appointment of Inspectors, their powers and related matters (regs. 94-111)Regulation 94 Power to appoint authorised officersRegulation 95 Function of authorised officers and their powers in that regardRegulation 96 Search warrantRegulation 97 Appointment of inspector by CourtRegulation 98 Power of inspector to extend investigationRegulation 99 Direction to inspector by CourtRegulation 100 Powers of inspectionRegulation 101 Expenses of and fees relating to an investigationRegulation 102 Inspectors' reports and proceedings thereonRegulation 103 Powers of Court following consideration of reportsRegulation 104 Appointment of inspector by BankRegulation 105 Search and seizureRegulation 106 Admissibility in evidence of reports of inspectorsRegulation 107 PrivilegeRegulation 108 Consent to publication of informationRegulation 109 PrivilegeRegulation 110 Obstruction, failure to cooperate etc. - offencesRegulation 111 Power of Bank to issue directions to non-regulated financial service providersChapter 3 Enforcement in relation to non-regulated financial service providers (regs. 112-118)Regulation 112 Interpretation (Part 11, Chapter 3)Regulation 113 Bank may appoint assessorRegulation 114 Revocation of appointment of assessorRegulation 115 Power to require witnesses to appear and give evidenceRegulation 116 Referral to the Court on a question of lawRegulation 117 Assessee to be issued copy of any adverse assessment, etcRegulation 118 Right of appeal against adverse assessment (including specified sanctions)Chapter 4 Sanctions (regs. 119-131)Regulation 119 Sanctions for contraventionsRegulation 120 Power to correct assessmentsRegulation 121 When specified sanctions take effectRegulation 122 Enforcement of adverse assessment (including specified sanctions)Regulation 123 Person not liable to be penalised twice for same contraventionRegulation 124 Power of the Bank to resolve certain contraventions etcRegulation 125 False etc. informationRegulation 126 Publication of decisionsRegulation 127 Exercise of supervisory powers and powers to impose sanctionsRegulation 128 Reporting of infringementsRegulation 129 Right of appealRegulation 130 Relations with auditorsRegulation 131 Amendment of Act of 1942Part 12 Cooperation Between Competent Authorities and with ESMA (regs. 132-140)Regulation 132 Obligation to cooperateRegulation 133 Cooperation in supervisory activities, for on-site verifications or in investigationsRegulation 134 Exchange of informationRegulation 135 Binding mediationRegulation 136 Refusal to cooperateRegulation 137 Consultation before authorisationRegulation 138 Powers for host Member StatesRegulation 139 Precautionary measures to be taken by host Member StatesRegulation 140 Cooperation and exchange of information with ESMAPart 13 Cooperation with third Countries (reg. 141)Regulation 141 Exchange of information with third countriesPart 14 Final Provisions (regs. 142-148)Regulation 142 Amendments to the Investment Intermediaries Act 1995Regulation 143 Transitional provisionsRegulation 144 Further transitional provisionsRegulation 144A. Transitional provision on the authorisation of credit institution referred to in point (1)(b) of Article 4(1) of Regulation (EU) No 575/2013Regulation 145 Revocation of existing RegulationsRegulation 146 Liquidators, receivers, administrators, examiners, official assignees or creditorsRegulation 147 Application to the CourtRegulation 148 Winding up of investment firm or market operator by the CourtPart 15 European single access point (ESAP) (regs. 149-151)Regulation 149 Accessibility on ESAP of information referred to in Regulations 35, 41 and 69Regulation 150 Accessibility on ESAP of information referred to in Regulations 40, 76 and 126Regulation 151 Accessibility on ESAP of information referred to in Regulation 37 Schedule 1 Investment Services and Activities and Financial InstrumentsSchedule 1, Part 1 Investment services and activitiesSchedule 1, Part 2 Ancillary servicesSchedule 1, Part 3 Financial instrumentsSchedule 1, Part 4 Data reporting servicesSchedule 2 Professional ClientsSchedule 3 Safeguarding Client Financial Instruments and FundsSchedule 4 Product Governance RequirementsSchedule 5 InducementsGiven underExplanatory Note
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AI Summary of Regulation 38 Transactions executed with eligible counterparties

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Version status: In force | Document consolidation status: Updated to reflect all known changes
Version date: 28 February 2022 - onwards
Version 3 of 3

Regulation 38 Transactions executed with eligible counterparties

(1) An investment firm authorised to -

(a) execute orders on behalf of clients,

(b) deal on own account,

(c) receive and transmit orders, or

(d) do any combination of the foregoing,

may bring about or enter into transactions with eligible counterparties without being obliged to comply with Regulations 31, 32(1) to (11) and (12) to (20), 33, 35 and 36(1) in respect of those transactions or in respect of any ancillary service directly relating to those transactions.

(2) When dealing with eligible counterparties, an investment firm shall -

(a) act honestly, fairly and professionally, and

(b) communicate in a way which is fair, clear and not misleading,

taking into account the nature of the eligible counterparty and its business.

(3) For the purposes of this Regulation the following are eligible counterparties -

(a) investment firms,

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