Commission Delegated Regulation (EU) 2026/1092 establishes a harmonized EU code of conduct for “issuer-sponsored research,” which is investment research paid for by the company being analyzed. The act aims to restore trust in such research—particularly for small and medium-sized enterprises (SMEs)—by mandating strict independence, transparency, and conflict-of-interest management. It ensures that investors can clearly distinguish between independent analysis and sponsored content, while setting rigorous standards for research providers to prevent the issuer from influencing the research outcome.
### Structure and Main Provisions
The Regulation is structured as a primary legal text supported by a detailed Annex containing the “EU Code of Conduct.”
* **Core Definitions:** It defines “issuer-sponsored research,” “research analyst,” and “research provider,” explicitly excluding trading commentary or bespoke advisory services from the scope of this specific label.
* **Compliance Obligations:** Investment firms are legally responsible for verifying that any research they distribute under this label complies with the Code. They may rely on third-party audits or the regulated status of the provider, but the ultimate liability remains with the firm.
* **The Code of Conduct (Annex):** This is the heart of the act, detailing:
* **Conflict Management:** Requirements for maintaining a conflict-of-interest register and policy.
* **Operational Independence:** Strict rules on physical separation, prohibition of issuer review of draft recommendations, and insulation of analysts from commercial solicitation.
* **Transparency:** Mandatory disclosure of the sponsored nature of the research, payment structures, and potential revenue dependencies.
* **Contractual Integrity:** Minimum two-year contract terms and prohibitions on early termination based on dissatisfaction with the research’s content or recommendations.
Compared to previous fragmented national approaches, this Regulation creates a uniform “gold standard” across the EU, replacing disparate national rules with a single, enforceable framework.
### Key Provisions for Practical Application
For market participants, the following provisions are the most critical for daily operations:
1. **Mandatory Disclosure (Clause 4):** Research providers must prominently display the “issuer-sponsored” label on every page. They must also disclose if the issuer’s payments represent more than 5% of their gross revenue, which serves as a vital red flag for investors regarding potential bias.
2. **Independence Safeguards (Clause 3):** The prohibition on issuers reviewing draft research (except for factual accuracy) and the requirement that analysts remain insulated from commercial negotiations are the primary tools to prevent “pay-to-play” scenarios.
3. **Public Access (Clause 6):** If an issuer pays for the research in full, it must be made accessible to the public free of charge. This is a significant move to democratize information for retail investors.
4. **Record Keeping (Clause 9):** Providers must retain all agreements, payment records, and conflict-of-interest logs for at least five years, ensuring an audit trail is available for regulators and investment firms.
5. **Responsibility of Investment Firms (Article 2):** Investment firms are effectively the “gatekeepers.” If they cannot verify that the research meets the Code’s standards, they are strictly prohibited from distributing it under the “issuer-sponsored” label.
**:** This Regulation is highly relevant for the European financial market, including entities operating in or with Ukraine, as it harmonizes the standards for investment research across the EU. For Ukrainian financial institutions or analysts seeking to align with EU standards or provide services to EU-based clients, adherence to these strict transparency and independence requirements will be a prerequisite for operating within the European single market.
