Ukraine: Legal and Regulatory Reform on Trading Infrastructure (примерный перевод: Украина: законодательная и нормативная реформа в торговой инфраструктуре) ( - Тендер #2886460) | ||
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Страна: международный Организатор тендера: The European Bank for Reconstruction and Development (EBRD) Номер конкурса: 2886460 Дата публикации: 22-02-2018 Источник тендера: Европейский банк реконструкции и развития |
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Ukraine
Business sector:Financial institutions
Project number:72640
Funding source:SFEBSF - EBRD Shareholders SF
Contract type:Consultancy Services
Notice type:Invitation for expressions of interest (CSU)
Issue date:21 Feb 2018
Closing date:07 Mar 2018 at 23:59 London
Project Description:
The National Securities and Stock Market Commission (the Client or NSSMC) has requested the European Bank for Reconstruction and Development (the EBRD or the Bank) to provide technical assistance in Legal and Regulatory Reform on Trading Infrastructure (the Project).
The Ukrainian Capital Market Infrastructure (CMI), including trading venues and post trade infrastructure, is heavily fragmented and partly inefficient, necessitating a comprehensive review of the CMIs. Currently five licensed stock exchanges, hundreds of commodity exchanges, two CSDs, and one settlement centre exist. In addition, some of the exchanges offer clearing services for derivatives. The Ukrainian National Commission for Securities and Exchanges (NSSMC) recognises that shortcomings exist, and will support this Technical Cooperation (TC) project in upgrading and optimising the legal and regulatory framework for CMI, which would improve governance, operational efficiencies and business structure for CMI especially focusing on the Trading Infrastructure (TI) such as stock exchange and other trading facilities not only for securities and derivatives but also for other assets like commodities and energy. The planned TC is also expected to improve significantly the level of investor protection in the Ukrainian capital market.
Currently, the NSSMC, as being the securities market regulator, focuses on consolidation of the TI for better price discovery, control, trade execution and a higher level of investor protection. The outcome of this TC project is expected to lead to an upgrade of the supervisory and operational environment for TI in accordance with the reform agenda of the Ukraine Government.
Assignment Description
The Bank now intends to engage a legal company (the Consultant) to provide the support to the capital market development and reform efforts of the NSSMC and the Government of Ukraine. The proposed TC project aims to fund the work of an experienced law firm specialised in the capital markets legal and regulatory reform with special focus on capital market infrastructure to assist NSSMC in its capital markets reform activities.
It is expected that the Consultant will to support the upgrade of the legal and regulatory framework for the Ukrainian CMI with a main focus on trading infrastructure not only for securities and derivatives but also for other asset classes like commodities and energy.
The selected Consultant is expected to provide the following activities:
§ Activity 1: Analysis and review of the existing Ukrainian legal/regulatory framework for trading infrastructure and the potential establishment of a capital market infrastructure holding company, and presentation of the concept papers containing recommendations
§ Activity 2: Draft the legal and regulatory framework on trading infrastructure and for the potential establishment/creation of a holding company for the capital market infrastructure including amendments to the existing laws/regulations and new provisions
1. Analysis and review of the existing Ukrainian legal/regulatory framework for trading infrastructure and the potential establishment of a capital market infrastructure holding company and preparation of the concept papers containing recommendations
The aim of the Activity 1 is to review and analyse the present condition of the Ukrainian legal/regulatory framework for TI and capital market infrastructure holding company (the Holding Company) and to suggest the recommendations for upgrading the regulatory/supervising environment to NSSMC.
The Consultant will carry out the following tasks;
(a) Review and analyse the existing Ukrainian laws and regulations on the CMI focused on the TI and the Holding Company in order to identify any existing constraints/inconsistencies/drawbacks;
(b) Identify integral missing concepts or deficiencies or provisions that would require amendments to ensure the Objectives of the Project are fulfilled;
(c) Review and analyse legal and corporate structure of the National Depository of Ukraine (NDU) and Settlement Centre (SC) as well as other relevant trading entities in order to identify the strategy and action plan to further consolidate them into vertically integrated holding company.
(d) Prepare concept paper (the Concept Paper) analysing the legal framework (including laws, regulations and guidelines) on TI and the Holding Company, advising on the approach to legal reform in Ukraine and providing proposed solutions, underlying reasons and examples from international practice that will serve as the basis for the development of the Ukrainian legal and regulatory framework.
It is expected that the Consultant bases his assessment and recommendations on international standards and best practices such as the “Markets in Financial Instruments Directive/Regulation” (MiFID/MiFIR), “European Market Infrastructure Regulation” (EMIR), the CPSS-IOSCO “Principles for Financial Market Infrastructure” (PFMI), “Market Abuse Directive/Regulation” (MAD/MAR) the “CSD Regulation” (CSDR), the Settlement Finality Directive (SFD), Financial Collateral Directive, Capital requirements Directive/Regulation (CRD IV/CRR), “European Market Infrastructure Regulation” and relevant European regulation on organised commodity market.
2. Draft the legal and regulatory framework on trading infrastructure and a the potential establishment/creation of a holding company for capital market infrastructure including amendments to the existing laws/regulations and new provisions.
The Consultant will draft the legal and regulatory framework on TI and the Holding Company in accordance with the ideas developed in the Concept Paper and the potential instructions/suggestions of the EBRD and the NSSMC. Such draft legal and regulatory framework should contain set of amendments to existing legislation and new provisions where applicable.
The Consultant will also draft the legal documents in order to initiate the consolidation actions of the relevant entities, investors and interested parties that would lead to creation and functioning of the Holding Company. The legal documents will be in accordance with the ideas developed in the Activity 1 and the potential instructions/suggestions of the EBRD and the NSSMC. Such documents should contain the principles, objective of the Holding Company, actions, terms and obligations of relevant parties.
The Consultant will make sure to accompany the amendments made to existing legislation with comparative tables to facilitating understanding and the new pieces of legislation with relevant EU legislation/other international best practices examples that substantiated the proposal. The Consultant also will make the team available and participate in meetings with the NSSMC and other relevant authorities when requested and propose improvements/modifications of the draft legal texts necessary to accomplish the desirable effects as proposed in the Concept Paper.
Status of Selection Process: Interested firms or groups of firms are hereby invited to submit expressions of interest.
Assignment Start Date and Duration: The Assignment is expected to start in Q2 2018 and has an estimated overall duration of 12 months.
Cost Estimate for the Assignment: EUR 120,000 (exclusive of VAT). Subject to availability of funding, the performance of the selected Consultant and the specific needs of the Bank the Assignment may be extended beyond the current scope.
The Consultant must determine whether any VAT would be chargeable on the services and the basis for that determination, without taking into consideration the special status of the Bank as an IFI and state this to the Bank in their response to the Invitation for Expressions of Interest. To the extent that a Consultant incurs input VAT on goods and services purchased in connection with the provision of services (e.g. VAT on airline ticket) which is not otherwise recoverable by the consultant from the local tax authority, the gross cost to the consultant of such expenses shall be treated as a reimbursable expense.
Funding Source: It is expected that the Assignment will be funded the EBRD Shareholder Special Fund. Please note selection and contracting will be subject to the availability of funding.
Eligibility: There are no eligibility restrictions.
Consultant Profile: Corporate services are required. The Consultant will be a law firm which specialises in capital market legislation and regulation, especially capital market infrastructure. The Consultant must have a proven record of working with market authorities on similar consulting assignments and experience in supporting governments in legal and regulatory reform. In-depth knowledge of the capital market infrastructure and understanding of new legal and regulatory developments as proven in previous assignment is required.
The Consultant has to propose a team of highly specialised legal experts who will carry out the assignment. The provided expertise should cover all areas as defined in the scope of work.
The Consultant’s expert team is expected to include key experts as follows:
a) The Consultant Team Leader and legal expert
- Preferably more than 8 years of legal and regulatory experience in the field of capital markets development and regulations, preferably covering trading, clearing and settlement;
- Preferably more than 5 years of project management experience including acting as team leader on similar assignments;
- Excellent knowledge of international standards and European Directives/Regulations related to / impacting the capital markets as well as ongoing initiatives as mentioned in Section3.- Scope of work;
- Experience in supporting governments in legal and regulatory reform projects;
- Excellent communication, analytical, report writing and presentation skills;
- Excellent proficiency in written and spoken English.
b) Pool of Legal and Regulatory Experts
- Between 2 to 5 years of professional experience as a legal and regulatory expert with focus on capital markets legislation, including in the capital market infrastructure, preferably in an law firm;
- Acted as legal/regulatory expert in at least one capital market development projects;
- Proven experience in drafting laws and regulations;
- Excellent knowledge of international standards and EU Directives related to capital market infrastructure institutions and activities;
- Knowledge of the international and especially the Ukraine legal and regulatory environment;
- Proficiency in written and spoken English
It is important that at least one expert has in-depth knowledge of the Ukraine capital market/legislation and relevant contacts to market players especially institutional investors.
Submission Requirements: In order to determine the capability and experience of Consultants seeking to be selected for this Assignment, the information submitted should include the following:
1. Company/group of firms’ profile, organisation and staffing (max. 2-4 pages).
2. Details of previous project experience or similar assignments particularly undertaken in the previous five years, including information on contract value, contracting entity/client, project location/country, duration (mm/yy to mm/yy), expert months provided (if different from duration) , main activities, objectives.
3. CVs of key experts who could carry out the Assignment detailing qualifications, experience in similar assignments, particularly assignments undertaken in the previous five years, including information on contracting entity/client, project location/country, duration (mm/yy to mm/yy), expert months provided, assignment budget, main activities, objectives.
4. Completed Consultant Declaration Form and Contact Sheet, the template for which is available from the following web-link:
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The above information should not exceed 24 pages excluding CVs and contact sheet.
The complete expression of interest (including CVs, Consultant Declaration and Contact Sheet) should be submitted, in English electronically through e-Selection, to reach the Bank not later than the closing date. The expression of interest shall be one file (pdf). The EBRD reserves the right to reject applications of firms submitting more than one file. Only if the permissible file size is exceeded (4MB), the Consultant may split the expression of interest into further files.
Bank Contact Person:
Larissa Gosling
European Bank for Reconstruction and Development
One Exchange Square
London EC2A 2JN
Tel: + 44 20 7338 7338
e-mail: goslingl@ebrd.com (submissions should be sent through eSelection and NOT to this email address)
Notes:
1. It is expected that consultant selection will be made from responses to notification. The highest-ranked Consultant will be selected from a shortlist and be invited to negotiate the contract, subject to availability of funding.
2. The shortlist criteria are:
(a) Firm’s previous project experience in advising regulatory authorities, preferably in Ukraine, on capital market related reform projects (30%)
(b) Firm’s previous project experience in drafting legislative acts and implementing regulations preferably focusing particularly on the Trading Infrastructure (TI) such as Stock Exchange (SE), Central Counter Party (CCP) and Central Settlement Depository (CSD), and moreover other trading facilities not only for securities and derivatives but also for other assets like commodities and energy (40%)
(c) CV of Key Experts proposed - Team Leader (14%)
(d) CVs of pool of legal and regulatory experts (16%)