MiFID II: ESMA provides clarification on the Trading Venue Perimeter

ESMA has updated its Opinion on the Trading Venue Perimeter providing clarification as to when certain systems qualify as multilateral and need to be authorised as a trading venue.

ESMA first published its Opinion in February 2023 in which it considered the definition of multilateral system and specific cases for the trading venue perimeter, including technology providers, RFQs and systems that pre-arrange transactions. Read our earlier note here for a summary.

In this May 2026 update, ESMA has clarified under new paragraphs 51 and 52 (on systems that pre-arrange transactions), that no trading venue authorisation is required:

• where a transaction is pre-arranged in a multilateral system but then formalised on an EU venue or on a third-country venue that is equivalent under the share or derivatives trading obligations, or on a third country market treated as equivalent under EMIR, and

• where applicable, the transaction benefits from a pre-trade transparency waiver in the venue where it is formalised. – In this respect, ESMA has clarified that, due to the recent changes to non-equity pre-trade transparency requirements (which mean that RFQ and voice trading systems are not subject to pre-trade transparency at all), where the pre-arranged trade is formalised on one of those venues then no pre-trade transparency waiver needs to apply.  

ESMA’s Opinion is available here with the changes marked-up in red.