Distribution & Supervision

Distribution law – legally compliant design, efficient implementation

The distribution of financial instruments is highly regulated and subject to liability – and at the same time a key success factor for every placement. From distribution strategy and the drafting of customer documents to the regulatory review of processes, I provide comprehensive and practical advice on setting up your distribution organization in a legally compliant manner.

Regulatory requirements have increased significantly in recent years, particularly for issuers, distribution platforms, financial investment brokers, and securities institutions. Violations—such as those relating to documentation or information requirements—can not only lead to prohibitive orders by the supervisory authority, but also to civil liability towards investors.

I support you in developing and legally structuring a legally sound sales architecture that is tailored to your product, your target group, and your regulatory situation. This includes in particular:

Legal review and design of distribution structures (including white label, tipster, and platform models)
Drafting of brokerage and distribution partner agreements
Drafting commission agreements (including kickback issues and product cost breakdown in accordance with the PRIIPs Regulation)
Review of licensing requirements in accordance with Section 34f of the German Trade Regulation Act (GewO), Section 15 of the German Securities Trading Act (WpIG) or Section 32 of the German Banking Act (KWG)

Legally compliant distribution starts with the right structure.

I analyze your initial situation and work with you to develop a model that is both regulatory compliant and economically viable.

Product documentation & information requirements

The MiFID II regulation and its implementation in the WpHG and in Delegated Regulation (EU) 2017/565 require a wide range of information and documentation obligations. I prepare or review the following for you:

Suitability and appropriateness assessments in accordance with Section 64 (3) WpHG
Advisory documentation and advisory records
Pre-contractual information and customer letters
General terms and conditions
Legally required information on risks, conflicts of interest, target market, sustainability, etc.
Product-related customer information in accordance with MiFID II, PRIIPs Regulation, and WpDVerOV

Incorrect or incomplete information is a common source of investor complaints and fines.

I ensure that your documentation is complete, legally compliant, and understandable.

Advertising communications & digital distribution channels

The requirements for marketing materials are strict: All information must comply with legal requirements—in particular with regard to clarity, truthfulness, and the avoidance of misleading statements (Section 63 (6) WpHG, Art. 44 ff. DelVO 2017/565). I can provide legal advice on:

Creating, reviewing, and approving advertising materials (e.g., flyers, websites, videos, social media)
Drafting disclaimer texts and risk warnings
Legal structuring of online subscription platforms and subscription processes
Data protection requirements (in particular under the GDPR and TTDSG)

Digital distribution in particular is subject to increased transparency and data protection requirements.

I can help you set up your processes in a legally compliant manner while still remaining sales-effective.

Do you want to distribute financial instruments or set up your sales processes in a legally compliant manner?

Let’s analyze your structure and documentation together and develop a viable solution that is both legally sound and commercially successful.