In view of what has been said above, it seems to me that investor protection is adequately guaranteed by the information obligations under the EU prospectus rules and that consequently civil courts do not have a good reason to impose stricter information obligations under private law than those arising from the EU prospectus rules.
(xii) Inclusion of non-material information, V The Influence of the EU Prospectus Rules on the Relativity Requirement, VI The Influence of the EU Prospectus Rules on the Proof of Causal Link, VII The Influence of the EU Prospectus Rules on Determination of the Extent of the Loss or Damage, VIII The Influence of the EU Prospectus Rules on a Limitation or Exclusion of Liability, IX Assessment by National Courts of their own Motion of Compliance with the EU Prospectus Rules in Cases Involving Private Investors, X The EU Prospectus Rules and Liability of Financial Regulators, 3 Nikolay Kantarev v Balgarska Narodna Banka, 19 Prospectus Liability: Competent Courts of Jurisdiction and Applicable Law, I Why do Jurisdiction and Applicable Law Matter?
Delegated Regulation (EU) 2019/980 replaces Regulation (EU) No. In those cases, the European legislator apparently saw no reason to differentiate between information obligations on the basis of whether the offer relates to retail or wholesale investors. In other words, the securities to which the offer relates may be offered to the public on the basis of the approved prospectus throughout the EU/EEA.1. See also recitals 27 and 60 in the preamble to the Prospectus Regulation. 2. 6. Public Offer and Prospectus Source: Law and Regulation of Public Offering of Corporate Securities Author(s): Raghvendra K. Singh Shailendera K. Singh Publisher: Oxford University Press Oxford Scholarship Online requires a subscription or purchase to access the full text of books within the service. The Prospectus Regulation contains the basic rule that a prospectus must contain the necessary information which is material to an investor for making an informed assessment of the issuer and the securities (Article 6(1) of the Prospectus Regulation). Cf. To prevent hindsight bias, the civil courts would therefore do well to exercise restraint in this regard.
EU legislation on prospectus liability would be the best solution, not only for reasons of legal certainty but also for the sake of uniform investor protection and a truly level playing field in Europe. Attend an open day or webinar . This book provides integrated analysis of and guidance on the Prospectus Regulation 2017, civil liability for a misleading prospectus, and securities litigation in a European context. Therefore, to ensure the proper functioning of the internal market and improve the conditions of its functioning, in particular with regard to capital markets, and to guarantee a high level of consumer and investor protection, it is appropriate to lay down a regulatory framework for prospectuses at Union level.’ 10. 1, Sent. 1, No. But there is clearly a close link with civil liability law too.
Once the prospectus has been approved by the competent financial regulator, it serves as a European passport. If it is desired to offer securities to the investing public in the relevant jurisdiction, it will, after all, be necessary to take into account the stricter information obligations under private law in order to prevent liability. It focuses on key subjects of the new Prospectus Regulation, providing an in-depth analysis of each issue. 1: The Type of Security, VII Exemption Type No.
The article was completed on 15 July 2020. The book concludes by looking to the future of disclosure practices in connection with securities offerings in the EU. Verse (Hrsg. Users without a subscription are not able to see the full (b) Questions referred for a preliminary ruling.
These rules provide for maximum harmonisation.
The Oxford University Alternative Prospectus is written by students and for students: giving you all you need to know about being a student at Oxford and advice on choosing your course and college, finances and student activities which you could get involved in. This will probably mainly play a role if an offer is wholly or partly aimed at retail investors, but even where an offer is intended solely for wholesale investors it is quite conceivable that a large amount of superfluous information would violate the EU prospectus rules (Article 6(2)).
Evolution of Regulation of Public Offerings, 6. C-51/13, ECLI:EU:C:2015:286 (Nationale Nederlanden v. Van Leeuwen). 3.
The law and practice in each of the key capital markets centres in Europe is analysed and compared, with the UK chapter covering the issues and possible solutions under Brexit. Part III Prospectus Liability and Litigation, 18 The Influence of the EU Prospectus Rules on Private Law, II Prospectus Regulation and Civil Liability, 1 Liability of the Persons Responsible for the Prospectus. Our hopes must therefore be pinned on the CJEU, which will hopefully provide more clarity in the years ahead. This situation is addressed in recital 24 in the preamble to Delegated Regulation (EU) 2019/980: ‘Due to the rapid evolution of securities markets, there is the possibility that certain types of securities that are not covered by the Annexes to this Regulation will be offered to the public or admitted to trading. Public Offering Programme: Public Issue, Law and Regulation of Public Offering of Corporate Securities, 2. Specific information requirements should be laid down instead and should be combined depending on those factors and the type of prospectus. A situation may not arise in which an issuer or, for example, a lead manager incurs civil liability because a court holds that the prospectus wrongly failed to mention a risk which, although it has materialised, cannot be classified as a risk that is material and specific to the issuer and its securities. This basic rule has been fleshed out in detail in the various Annexes to Delegated Regulation (EU) 2019/980.4.
Homo Prospectus Martin E. P. Seligman, Peter Railton, Roy F. Baumeister, and Chandra Sripada. Naturally, however, the litigants and their lawyers can urge the civil court to refer questions for a preliminary ruling. 529-540, at pp.
To troubleshoot, please check our In addition, while investor protection is a key objective of the EU prospectus rules, it is not the only one.
[2019] OJ EU L166/26. In such a jurisdiction, it will no longer be sufficient to draw up a prospectus in accordance with the detailed information obligations included in the Annexes to Delegated Regulation (EU) 2019/980, and allowance will have to be made for stricter information obligations under private law.
The civil courts should consider themselves bound by this, and, in my view, differentiate between retail and wholesale investors with regard to the content of the information obligations only in so far as the EU prospectus rules do the same. And nothing but the truth Read the Alternative Prospectus for a student-eye view of Corpus life. It may be assumed that the language used in a prospectus will have to be somewhat less specialised in the case of an offer of securities addressed solely or partly to retail investors than if the offer is addressed solely to wholesale investors. 1.See Article 24 of the Prospectus Regulation (see note 3). The book discusses the subjects of Prospectus Regulation from both a legal and economic perspective. Mülbert, EU-rechtliche Kapitalmarktinformationsvorschriften und mitgliedstaatliche Haftungsregeln – Möglichkeiten und Grenzen am Beispiel der Prospektverordnung (EU) 2017/1129, in: M. Dreher, I. Drescher, P.O. Many questions arise in this context (and these are discussed further in Prospectus Regulation and Prospectus Liability) but in this article I will focus on the question of whether civil courts may be stricter than the EU prospectus rules. 4. This could otherwise obscure the information relevant to the investment decision and thus undermine investor protection (see recital 27 in the preamble to the Prospectus Regulation). As noted previously, this basic rule has been elaborated in detail in the various Annexes to Delegated Regulation (EU) 2019/980.
V Supervision of the Advertisement Regime—Risk of Conflicting Views of Authorities?
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