MiFID II: Commission adopts Delegated Regulation establishing an EU code of conduct for issuer-sponsored research

The European Commission has adopted its Delegated Regulation supplementing MiFID II with regards to the Regulatory Technical Standards (RTS) establishing an EU code of conduct for issuer-sponsored research. The purpose of the RTS is to encourage a broader reliance on high-quality issuer-sponsored research, whilst striking the right balance between regulation and removing obstacles for issuers.

ESMA consulted on the content of the RTS in December 2024 (read our earlier client note for more detail) and submitted its final report to the Commission in October 2025. 

Commission amendments

Although the Commission has made several amendments to the RTS, overall, the RTS and code of conduct remain in line with that proposed in ESMA’s final report. There are, however, some nuances compared to ESMA’s version, including the following: 

• Although the code of conduct generally prohibits personal transactions by relevant research analysts involved in producing issuer-sponsored research in instruments covered by the research (or related instruments), the Commission does expressly allow transactions in the ordinary course of market making or when executing unsolicited client orders.  

• The code of conduct expressly restricts early termination of the contract between issuers and providers of issuer-sponsored research to a set of limited circumstances. The Commission has included an express provision preventing issuers from terminating agreements with providers of issuer-sponsored research early due to the issuer not being satisfied with the content of, or recommendation in, the issuer-sponsored research.

The Commission has also amended the application provisions for the RTS so that these are set to enter into force and apply on the third day following publication in the Official Journal (which has not yet occurred). Given that the underlying change to MiFID II, which introduces the ability to use issuer-sponsored research (provided it complies with the new code of conduct) applies from 6 June 2026, we would expect the new RTS to be published during the first week of June such that it should be applicable from 6 June (which is a Saturday) or shortly thereafter.