This is the second of a likely long list of resolutions designed to protect cross-border investments and to rein in the investment banks, and protect investors investing overseas, based roughly on IOSCO (International Organization of Securities Commissions) criteria. The main purpose of this resolution is to define what constitutes an "sophisticated investor" (or accredited/accreditated investor, professional investor etc., terms slightly differ between countries) so that retail investors are not sold inappropriate products.
One line summary: this regulation basically says that "retail investors cannot be sold complex financial products, unless you can prove that you have the money and the knowledge to buy these products". The rest are all more technical criteria to make the WA rules closer to real life rules.
This is mostly aimed at protecting smaller investors - large investors (say if you have US$1,000,000 in cash) are deemed to be sophisticated enough to handle sophisticated products sold by investment banks, assuming that the said investor has sufficient knowledge.
The definition here is roughly based off the US one:
https://www.sec.gov/education/capitalra ... d-investor
The global regulation is (again) through IOSCO (International Organization of Securities Commissions) criteria known as the Suitability Requirements With Respect To the Distribution of Complex Financial Products:
https://www.iosco.org/library/pubdocs/p ... OPD400.pdf
And the 2019 review on the said regulation:
https://www.iosco.org/library/pubdocs/p ... OPD638.pdf
Each jurisdiction has slightly different requirements in terms of the wealth of the investor to be considered "accredited" - Australia is A$2,500,000, Singapore is S$1,000,000 excluding primary residence, the US is US$1,000,000 excluding primary residence.
Category: Regulation / Consumer Protection
Submitted version
The World Assembly,
Acknowledges previous resolutions to protect the interest of investors (GAR#474, #633);
Recognizing the wide range of investment products available but that potential investors have widely differing levels of knowledge, expertise, risk appetite, and other circumstances;
Believing that distinguishing between sophisticated and other investors is necessary to protect ordinary investors from purchasing high risk products but also allow knowledged investors with sufficient expertise to assume higher risks;
Hereby defines:
"Institution" to mean a financial institution with qualified staff and regulated by a competent authority in at least one member state;
"Instruments" to include all securities, currencies, futures, options, and all related derivatives traded in any member state;
"Products" to include all funds, certificates, notes, units, shares, interests and all other products investing in instruments and managed by an institution regulated by at least one member state;
Hereby further defines:
"Individual investor" to mean an individual, a sole proprietorship or the partners of an unlimited partnership;
"Corporate investor" to mean an incorporated entity owned by multiple individuals or other corporate entities with limited liability, including (but not limited to) mutual societies and cooperatives and entities pursuant to legislation by at least one member state;
"Institutional investor" to mean an institution with specialist functions in investment;
Hereby requires that:
A competent authority of a member state must define, if desired in writing by the said investor, to be "sophisticated" if that investor can present evidence to meet the requirements below at the time of accreditation and repeating at all times thereafter until the said investor rescinds such evidence:
An individual investor meets all requirements on personal and household wealth, income, education, experience and knowledge of financial instruments and products sufficient to invest in complex financial instruments and/or products;
A corporate investor has a majority of its board of directors and/or officers (as defined by the member state) satisfying all education, experience and knowledge of instruments and products deemed necessary by the member state, and for the corporate itself to have such sufficient wealth and income as deemed necessary;
An institutional investor is required to meet all regulated requirements imposed on it by the said competent authority at all times;
Unless classified as a sophisticated investor based on the aforesaid criteria, a member state may not make available instrument(s) and/or product(s) to an investor if the said instrument(s) and/or products:
Has features that may potentially result in a loss greater than the original investment amount;
Invests in non-WA member states that the member state deems to offer insufficient protection to investors;
Includes any other features deemed relevant by the competent authority of a member state with jurisdiction on the said instrument and/or product.
Hereby further requires that:
All sales documentation on the said instrument(s)/products must include appropriate disclosures concerning the risks of the said instrument and/or product(s) and any potential or actual material conflict(s) of interest between the institution and the investor;
A member state may not prohibit the sophisticated investors of its state from purchasing products from an institution in another member state, provided that the said investor also meets the requirements to be deemed a sophisticated investor in the other member state;
A competent authority of a member state with jurisdiction is responsible for the implementation and interpretation this resolution, and for any penalties that may be imposed on any violations thereof.
Co-author: Imperium Anglorum
Draft 3
Draft 2
Draft 1