What Happened to the Harmonisation of Securities Law in the EU?

2017 ◽  
Keyword(s):  
Securities Law ◽  
The Eu

Part III Prospectus Liability and Litigation, 22 Italy

2020 ◽  
Author(s):  
Giudici Paolo
Keyword(s):  
General Framework ◽  
Main Issue ◽  
The Public ◽  
Securities Law ◽  
Italian Law ◽  
Prospectus Liability ◽  
The Eu

This chapter focuses on Italian law. Italian securities law refers to ‘prospectus’ as the document that has to be published when there is an offer to the public of transferable securities and units issued by collective investment undertakings of the closed-end type, an offer of any other type of financial product or, finally, a request for admission to trading on a regulated market. The prospectus is the document that is drafted in accordance with the EU Prospectus Regulation. The scope of Italian prospectus regulation is moreover wider than the scope of the EU Prospectus Regulation. Prospectus liability in Italy is today governed by specific rules that incorporate many of the issues that were debated by scholars and courts before the enactment of those specific statutory rules. Currently, the main issue seems to be whether those statutory rules express principles to be applied to all forms of material misstatements or omissions to the market, or are just a part of the general framework concerning liability to the market.

Reforming EU securities laws: the new EU Prospectus Regulation

2017 ◽  
Vol 18 (4) ◽  
pp. 53-58
Author(s):  
Dorothee Fischer-Appelt
Keyword(s):  
Capital Markets ◽  
Securities Regulation ◽  
Member States ◽  
Content Type ◽  
Securities Law ◽  
Eu Member States ◽  
Capital Markets Union ◽  
Cost Efficient ◽  
Securities Laws ◽  
The Eu

Purpose To analyse the changes brought about by the new EU Prospectus Regulation, which replaced the EU Prospectus Directive, which has been the cornerstone of EU securities regulation for over a decade. The Regulation is part of the EU Commission’s plans for a Capital Markets Union launched in September 2015, which is intended to achieve a true single market for capital across the EU and allow companies to access the capital markets in a more cost efficient way. Design/methodology/approach This article discusses the key changes to the European prospectus regime included in the new EU Prospectus Regulation and highlights the changes compared to the old prospectus regime. Findings The new Prospectus Regulation will change current prospectus rules and practice for both equity and debt issuances in several areas and will contribute to a more uniform European prospectus regime. For EU Member States, the format of a regulation (rather than directive) that the new Prospectus Regulation has taken means that there will be much less room for divergence of prospectus rules across its member states. The Regulation’s success in making EU capital markets more uniform will depend to a great extent on whether the application of the new rules by member states’ regulators will be more consistent. Originality/value Key EU securities law changes are explained by an experienced EU and US securities lawyer practising in London.

Towards a more integrated primary issuance market for securities in the EU: Legal and policy issues

2020 ◽  
Vol 27 (2) ◽  
pp. 137-157
Author(s):  
Phoebus Athanassiou
Keyword(s):  
European Union ◽  
21St Century ◽  
Securities Markets ◽  
The European Union ◽  
Policy Issues ◽  
Securities Law ◽  
European Central ◽  
Regulated Markets ◽  
The Creation ◽  
The Eu

In the wake of the second decade of the 21st Century, European securities markets remain fragmented along national borders in terms of the rules, procedures and practices that regulated markets in different Member States apply for the primary issuance and distribution of transferable securities. This paper explores how the creation of a European Central Securities Depository for the primary issuance and distribution of securities across the European Union could help overcome fragmentation in the primary issuance market. We conclude that, even if desirable, the creation of a European Central Securities Depository could only achieve its objectives in combination with the introduction of a de minimis body of European private securities law to complement and render its creation meaningful and effective. It is the introduction of precisely such a body of law that would represent the most significant (even if only indirect) contribution of a European Central Securities Depository towards more harmonisation in primary issuance processes across the European Union.

The EU Securities Law Framework for SMEs

2018 ◽  
Author(s):  
Marcello Bianchi ◽  
Carmine Di Noia ◽  
Matteo Gargantini
Keyword(s):  
Corporate Governance ◽  
Investor Protection ◽  
Equity Capital ◽  
Current Regime ◽  
Eu Regulation ◽  
Securities Law ◽  
Market Participants ◽  
The Eu

This chapter claims that the current EU securities and financial law falls short of delivering a satisfactory equilibrium between investor protection and limitation of issuer costs and may squeeze too many firms out of the market for both debt and equity capital. Based on the assumption that market participants are sometimes better suited to deciding how best to protect their own interests, the chapter submits a set of proposals largely based on optional rules that, we believe, could improve the quality of EU regulation. In contrast with the current regime, those options would be available irrespective of the trading venue where the relevant SME securities are traded, but they should also be allocated in a way that ensures sufficient standardization exists when needed. Matters covered by our proposal include takeovers, major shareholding disclosure, corporate governance statements, ongoing issuer disclosure duties, and prospectuses.

scholarly journals Takeover Regulation- through the Regulatory Looking Glass

2007 ◽  
Vol 8 (4) ◽  
pp. 381-412 ◽  
Author(s):  
Blanaid Clarke
Keyword(s):  
Capital Market ◽  
Action Plan ◽  
Company Law ◽  
The European Union ◽  
The Public ◽  
Securities Law ◽  
Market Participants ◽  
Takeover Bids ◽  
Looking Glass ◽  
The Eu

As the Action Plan on Modernising Company Law and Enhancing Corporate Governance in the European Union (2003) makes clear, the EU has sought to develop company and securities law as vital pillars of an overall attempt to improve Europe's international competitiveness. An important part of this is the creation of an integrated capital market in the EU. The regulation of takeover bids was deemed to be a key element of such an integrated market. This paper will focus on Directive 2004/25/EC on Takeover Bids and will seek to examine it under the regulatory microscope. It is too early to make a complete judgment about the Directive's effectiveness as a regulatory mechanism as this would involve determining whether it achieves its goals, secures high levels of compliance from Member States and market participants and is democratically accountable to the extent that its provisions affect the public interest. It is however possible to reflect upon some of its potential strengths and failings in respect of these criteria.

The Art of Lobbying the EU

2013 ◽  
Author(s):  
Rinus van Schendelen
Keyword(s):  
The Eu
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