AIFMD II:n vaikutuksien arviointi sijoittajansuojamekanismeihin

Abstract

Abstract

This thesis examines how Directive (EU) 2024/927, commonly referred to as AIFMD II, may strengthen investor protection mechanisms within the European alternative investment fund sector. The study focuses on professional investors and alternative investment fund managers, and analyses the reform from the perspective of EU law rather than national implementation. The research question is how AIFMD II may strengthen investor protection mechanisms in comparison with the original Alternative Investment Fund Managers Directive. The thesis applies primarily doctrinal legal methodology, supplemented by forward-looking de sententia ferenda analysis due to the recent adoption of AIFMD II and the limited availability of case law or empirical evidence. The theoretical framework is based on investor protection, agency theory and the distinction between direct and indirect investor protection mechanisms. The original AIFMD already established a significant framework of investor protection through disclosure obligations, valuation rules, conflict-of-interest controls, depositary safeguards, risk management requirements, leverage monitoring and supervisory reporting. AIFMD II does not replace that framework, but introduces targeted amendments concerning delegation arrangements, supervisory reporting, liquidity risk management, depositary and custody services, and loan-originating funds. The main finding is that AIFMD II strengthens investor protection primarily through indirect mechanisms. Delegation reforms and expanded supervisory reporting improve regulatory visibility, accountability and supervisory convergence, but do not create substantial new investor rights. The depositary amendments preserve the existing asset-safeguarding framework while improving cross-border access to depositary services. The liquidity management reforms have a more direct investor protection rationale, as they aim to reduce dilution, first-mover advantages and unequal treatment between investors in open-ended funds. The new framework for loan-originating funds also introduces substantive safeguards, including credit-risk governance, leverage limits, borrower concentration limits, conflict-of-interest restrictions and risk-retention requirements. The thesis concludes that AIFMD II represents an evolutionary refinement rather than a fundamental transformation of the AIFMD investor protection architecture. Its principal contribution lies in strengthening the institutional, supervisory, governance and prudential conditions under which professional investors allocate capital. Investor protection under AIFMD II is therefore increasingly connected with financial stability, market integrity and supervisory effectiveness. However, the long-term impact of the reform remains uncertain, as many provisions depend on future Level 2 measures, ESMA guidance, national supervisory practice and practical testing under market stress.