Capital MarketsEUMaltaCapital Markets Update – January 2026

Welcome to the monthly capital markets update, a briefing from our capital markets practice area rounding up the month’s regulatory developments within the equity and debt capital markets and looking ahead to future developments.

Malta Update

UPDATE NUMBER 01/2026/01

The Malta Financial Services Authority (“MFSA”) has published a General Code of Conduct for Decision Makers in the Financial Services Industry (the “Code”), aimed at strengthening governance, organisational culture and ethical standards across Malta’s financial services sector. The Code applies as a best-practice framework to decision makers within MFSA-authorised, supervised and listed entities.

Scope and Purpose

The Code is addressed to decision makers, including board members, senior management, executives and other individuals with decision-making responsibilities. It is intended to set clear expectations on conduct, responsibilities and performance standards; promote sound governance, ethical behaviour and regulatory compliance; and support informed, transparent and accountable decision-making in a highly regulated environment

Five Core Values

The Code is principles-based and structured around five core values which decision makers are expected to internalise and demonstrate in practice:

1. Integrity – Acting ethically, honestly and transparently, avoiding conflicts of interest and refraining from improper use of position.
2. Guiding Complex Decision-Making – Leading by example, taking informed and well-reasoned decisions, considering long-term impacts and being prepared to challenge or dissent where necessary.
3. Accountability and Transparency – Taking responsibility for decisions and outcomes and ensuring that financial information presents a true and fair view.
4. Commitment to Compliance and Legal Standards – Ensuring compliance with applicable laws and remaining vigilant in relation to areas such as AML, data protection, ESG considerations and emerging risks.
5. Respect and Fairness – Promoting an inclusive and respectful culture that values diverse perspectives and open dialogue with stakeholders.

Proportional and Risk-Based Application

The MFSA has emphasised that the Code is to be applied proportionately, taking into account the nature, scale and complexity of the entity and the decision concerned. Rather than prescribing rigid rules, the Code provides a flexible framework of principles to be embedded within governance structures and organisational culture

Key Takeaway for Clients

Entities operating within the financial services sector should ensure that their boards and senior management are aware of the Code and that its core values are reflected in governance practices, decision-making processes and internal policies. Boards are specifically expected to promote awareness of these values within the organisation.

UPDATE NUMBER 01/2026/02

The MFSA has confirmed that the revised Sponsors’ Regime1 under its Capital
Markets Strategy has entered into force on 1 January 2026, following the
conclusion of the relevant legislative process.

Legislative Framework

The revised Sponsors’ Regime has been implemented through the following legislative instruments:

• Various Financial Services Laws (Amendment) Act, 2025 (Act No. XI of 2025) and its Commencement Notice (L.N. 300 of 2025);
• Financial Markets (Fees) (Amendment No. 2) Regulations, 2025 (L.N. 301 of 2025); and
• Financial Markets Act (Sponsors) Regulations, 2025 (L.N. 302 of 2025).

Together, these measures establish a comprehensive statutory framework governing sponsors.

Key Features of the Revised Sponsors’ Regime

The new regime introduces, among other things:

• a statutory definition of “sponsor”;
• a mandatory registration requirement for sponsors;
• powers for the MFSA to approve, refuse, suspend or cancel a sponsor’s registration and to impose conditions on such registration;
• an obligation on the MFSA to maintain a public register of sponsors; and
• enhanced powers for the MFSA to request information from sponsors.

The Sponsors regulations further regulate the regime by setting out:

• the circumstances in which issuers are required to appoint a sponsor;
• the registration process and decision-making procedures;
• provisions relating to variation, suspension and cancellation of registration;
• the administrative penalties, measures and rights of appeal applicable to sponsors; and
• confirmation of the MFSA’s power to issue Capital Markets Rules applicable to sponsors.

Fees

The revised regime has also resulted in the introduction of new application and annual fees for sponsors. These fees follow a staggered, proportional model, whereby sponsors handling a higher number of applications are subject to increased fees.

Capital Markets Rules

In parallel, the MFSA has undertaken a comprehensive overhaul of Chapter 2 of the Capital Markets Rules, aligning them with the strengthened Sponsors’ Regime. The revised rules focus on three core areas:

• eligibility of sponsors;
• definition of the sponsor’s role; and
• organisational and governance requirements.

The updated Capital Markets Rules are available on the MFSA’s website.

Key Takeaway for Clients

Entities acting as sponsors, or issuers required to appoint a sponsor, should ensure that they understand the new registration, governance and fee requirements under the revised Sponsors’ Regime and review their compliance with the updated Capital Markets Rules, which apply as from 1 January 2026.

The MFSA issued a circular dated 13 January 2026 following the publication of the Amended Delegated Act under the EU Taxonomy Regulation in the EU Official Journal on 8 January 2026.

UPDATE NUMBER 01/2026/03

Background

This update follows earlier communications by the MFSA:

• its 7 August 2025 Circular, which referred to the European Commission’s adoption of a package of measures aimed at simplifying the EU Taxonomy framework; and
• its 5 January 2026 Circular, which addressed the European Commission’s publication of draft interpretative guidance on the amendments to the Disclosures Delegated Act introduced by the Omnibus Delegated Act.

Key Developments

Following its formal adoption, the Amended Delegated Act has now been officially published and introduces a number of simplifications, including:

• the introduction of a materiality threshold; and
• revisions to the reporting templates applicable under the EU Taxonomy framework.

These amendments are intended to reduce complexity and administrative burden for issuers subject to Taxonomy-related disclosure obligations.

Application and Transitional Arrangements

The Amended Delegated Act entered into force on 1 January 2026. However, issuers within scope may opt to continue applying the Disclosures, Climate and Environmental Delegated Acts as in force on 31 December 2025 for financial years commencing between 1 January 2025 and 31 December 2025.

The Authority has also reiterated its encouragement for issuers to carefully review the European Commission’s draft FAQs, which provide interpretative and implementation guidance on the amended disclosure requirements.

Key Takeaway for Clients

Issuers subject to EU Taxonomy disclosure obligations should assess whether to apply the amended regime from 1 January 2026 or rely on the transitional arrangements for the 2025 financial year. Early review of the revised templates and materiality thresholds, together with the Commission’s FAQs, will be important to ensure a smooth transition and continued compliance.

European Union Update

UPDATE NUMBER 01/2026/04

There were no updates from a European Union regulatory perspective for the month of January 2026.