5Overview

1. In this Act,—

2. this Part deals with preliminary matters, including specifying the purposes of this Act and interpretation:
3. Part 2 provides for fair dealing matters, including—
   1. prohibiting misleading or deceptive conduct, false or misleading representations, and the making of unsubstantiated representations in connection with financial products and financial services:
   2. prohibiting offers of financial products in the course of unsolicited meetings:
4. Part 3 provides for—
   1. disclosure to investors in relation to certain offers of financial products (Schedule 1 contains provisions relating to when disclosure is required, including exclusions):
   2. advertisements for those offers:
   3. ongoing disclosure to investors:
5. Part 4 provides for the governance of regulated products, including—
   1. the governance of debt securities (including the need for a trust deed and a supervisor):
   2. the governance of managed investment products (including the need for registration of the managed investment scheme, a governing document, and a supervisor):
   3. the duties of persons associated with debt securities or registered schemes to make protected disclosures:
   4. the powers of intervention to enable the supervision of debt securities and registered schemes by a supervisor or the FMA:
   5. ongoing duties of issuers of all regulated products (for example, to maintain registers of regulated products):
6. Part 5 provides for matters relating to dealing in financial products on markets, including—
   1. prohibiting insider trading and market manipulation:
   2. providing for continuous disclosure by listed issuers:
   3. providing for the disclosure of interests of substantial product holders in listed issuers and the disclosure of relevant interests by directors and senior managers of listed issuers:
   4. providing for the licensing of markets for trading financial products:
   5. providing for the transfer of financial products:
   6. the making of regulations setting rules for unsolicited offers to purchase financial products:
7. Part 6 regulates certain financial market services, including—
   1. the licensing of certain financial market service providers (for example, providers of financial advice services, managers of registered schemes, certain issuers of derivatives, and providers of intermediary services):
   2. providing for disclosure obligations and the need for client agreements in connection with some of those financial market services:
   3. imposing other obligations on providers of financial advice services and persons who give financial advice:
   4. providing for disclosure and conduct obligations for providers of client money or property services:
   5. imposing other conduct obligations on providers of discretionary investment management services and on their custodians:
   6. providing for financial institutions to treat consumers fairly, including by requiring those institutions to establish, implement, maintain, and comply with effective fair conduct programmes:
   7. providing for the making of regulations regulating the holding and application of investor funds and property by issuers of derivatives:
8. Part 7 provides for financial reporting obligations:
9. Part 7A provides for climate-related disclosure obligations:
10. Part 8 provides for enforcement and liability matters and for appeals, including—
    1. providing the FMA and the High Court with certain powers to avoid, remedy, or mitigate any actual or likely adverse effects of contraventions of this Act or the regulations:
    2. the imposition of civil liability (including pecuniary penalty orders and compensation orders):
    3. offences:
    4. providing for appeals against the FMA's decisions or (in the case of financial advisers) the disciplinary committee’s decisions:
11. Part 9 provides for—
    1. regulations and exemptions, including powers to prescribe matters relating to the form and content of product disclosure statements, and powers for the FMA to designate financial products and offers, and to grant exemptions, where this is necessary or desirable in order to promote the main purposes of this Act specified in section 3 or any of the additional purposes of this Act specified in section 4:
    2. transitional provisions (see Schedule 4) and miscellaneous matters.

12. This section is only a guide to the general scheme and effect of this Act.

13. In addition, the Financial Markets (Repeals and Amendments) Act 2013 repeals and revokes the legislation replaced by this Act and makes amendments to other enactments.