Prospectus for the Public Offering of Securities in Europe: Volume 1: European and National Legislat

2 Volume Hardback Set The Prospectus Directive of 4 November and the Prospectus a Member State to be used for the public offering of securities in other Member States without the need to obtain approval in each state. . European and National Legislation in the Member States of the European Economic Area.
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Sign In Please sign in to access your account Email Address. Password Forgotten your password? Remain logged in to website. Only the protection of personal data Article 8 , the freedom to conduct a business Art. The objectives as defined above are consistent with the EU's obligations to respect fundamental rights.

However, any limitation on the exercise of these rights and freedoms must be provided for by the law and respect the essence of these rights and freedoms. Subject to the principle of proportionality, limitations may be made only if they are necessary and genuinely meet the objectives of general interest recognised by the Union or the need to protect the rights and freedoms of others.

In the case of the prospectus-related legislation, the general interest objective which justifies certain limitations of fundamental rights is the objective of ensuring market integrity. The freedom to conduct a business may be impacted by the necessity to follow certain disclosure, approval and filing obligations in order to ensure an alignment of interests in the investment chain and to ensure that potential investors act in a prudent manner.

As regards the protection of personal data, the disclosure of certain information in the prospectus is necessary to ensure that investors are able to conduct their due diligence. It is however noted that these provisions are currently already in place in EU law. All proposed legislative actions safeguard proportionality with regard to limitation of fundamental rights.

In other words, the objective of this Regulation is to balance on the one hand the trade-off between ensuring investor protection and limiting administrative burden for issuers and on the other hand the trade-off between fostering the internal market for capital and the Capital Market Union and preserving sufficient flexibility for national and local markets. The proposal will have budgetary implications for ESMA in two respects: Furthermore, the data gathered in the storage mechanism will allow ESMA to establish detailed statistics on prospectuses approved in the EU and to draw up an annual report.


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The specific budgetary implications for ESMA are assessed in the financial statement accompanying this proposal. The proposal has implications for the Community budget in the form of the Commission's share of forty per cent of the financing of ESMA. A monitoring of the impact of the new Regulation will be carried out in cooperation with ESMA and national competent authorities on the basis of the annual reports on prospectuses approved in the Union which ESMA will be empowered to produce every year.

In particular, such reports will keep track of the extent to which the disclosure regimes for SMEs and secondary issuances and the universal registration document for frequent issuers will be used throughout the Union. The revised prospectus rules will be evaluated five years after they enter into force. Careful scrutiny should reveal whether the stated objectives have been achieved. Key parameters to measure achievement of the stated objectives will be: Input data for the above measurements will be sourced primarily from ESMA including the annual reports previously mentioned and trading venues.

A study or survey will have to be launched to gather formation on the cost of preparing and getting a prospectus approved compared to the current costs. Scope of the prospectus obligation Articles 1, 3 and 4. Article 1 of the Proposal consolidates all articles in the current Prospectus Directive that pertain to the scope of the prospectus requirement. In particular, Article 1 3 and 4 set out a number of circumstances in which an offer of securities to the public or an admission of securities to trading on a regulated market is outside the scope of the requirement to publish a prospectus.

While most of the provisions on scope remain unchanged, the Proposal sets out new thresholds in Article 1 3 d and Article 3 2 , of 'EUR ' and 'EUR 10 ' respectively, in such a way as to ensure legal clarity. This acknowledges that the cost of producing a prospectus is disproportionate with regard to the envisaged proceeds where an offer of securities to the public has a consideration below EUR , as is typically the case on securities-based crowdfunding platforms. Increasing the range of small offers where the harmonised prospectus established by this Regulation does not apply will not, however, preclude Member States from requiring appropriate forms of disclosure for such issuance sizes, as long as Member States calibrate such requirements in a proportionate way, in keeping with the spirit of simplification and better integration of markets.

While Article 3 clarifies that prior publication of a prospectus is mandatory for the offer of securities to the public and the admission of securities to trading on a regulated market situated or operating within the Union, its paragraph 2 establishes a mechanism of optional exemption at the discretion of Member States. This exemption only applies to domestic offers for which no passport notification to host Member States is sought.

Those Member States who choose to apply this exemption in their jurisdiction will report so to the Commission and ESMA and indicate the maximum consideration of domestic offers which are exempted from the prospectus in their jurisdiction. Article 4 allows issuers to opt in for the EU prospectus. Approval of such a 'voluntary' prospectus by the competent authority will entail the same rights and obligations as a prospectus required under this Regulation, i. In some markets, securities are distributed by "retail cascade". A retail cascade typically occurs when securities are sold to investors other than qualified investors by intermediaries and not directly by the issuer.

Article 5 clarifies how the requirement to produce and update a prospectus, and the provisions on responsibility and liability, should apply when securities are placed by the issuer with financial intermediaries and are subsequently, over a period that may run to many months, sold on to retail investors, possibly through one or more additional tiers of intermediaries.

A valid prospectus, drawn up by the issuer or the offeror and available to the public in the final placement of securities through financial intermediaries or in any subsequent resale of securities, shall provide sufficient information for investors to make informed investment decisions. Therefore, financial intermediaries placing or subsequently reselling the securities should be entitled to rely upon the initial prospectus published by the issuer or the offeror as long as this is valid and duly supplemented and the issuer or the offeror responsible for drawing up such prospectus consents to its use.

In this case no other prospectus should be required. However, in case the issuer or the offeror responsible for drawing up such initial prospectus does not consent to its use, the financial intermediary should be required to publish a new prospectus. The financial intermediary could use the initial prospectus by incorporating the relevant parts by reference into its new prospectus. The new summary is now closely modelled on the key information document required under the PRIIPS Regulation and is subject to a maximum length of 6 sides of A4-sized paper when printed characters of readable size must be used.

For each of them, general headings are introduced, as well as indications on their content, but issuers have latitude to develop brief narratives and select the information which is material. A relaxation of the maximum number of pages of the summary is provided in case the summary covers several securities differing only in some very limited details. A base prospectus may now be drawn up for any kind of non-equity securities, not only for those issued under an offering programme or in a continuous and repeated way by credit institutions.

Base prospectuses consisting of several documents the so-called "tripartite prospectus" are now possible, and the registration document of a base prospectus may take the form of a universal registration document. Article 8 10 clarifies how "straddling offers" should be dealt with under a base prospectus, i. Article 9 which should be read in conjunction with Articles 10 2 , 11 3 , 13 2 and 19 5 contains detailed rules on the new "universal registration document", an optional shelf registration mechanism for "frequent issuers" admitted to trading on regulated markets or multilateral trading facilities.

This new feature of the prospectus regime is based on the premise that where an issuer makes the effort of drawing up every year a complete registration document, it should be awarded a fast-track approval with the competent authority when a prospectus is later required. Since the main constituent part of the prospectus has either already been approved or is already available for review by the competent authority, the competent authority should be able to scrutinise the remaining documents securities note and summary within 5 working days, instead of Besides, outside the context of an offer or admission to trading, the frequent issuer should be allowed to file its universal registration document, without prior approval, providing that previously three universal registration documents have been approved consecutively.

The competent authority may then control it on an ex-post basis. The alleviations granted to frequent issuers using the universal registration document promote the drawing up of prospectuses as separate documents, which is cost-effective and less burdensome for issuers and enables them to quickly react to market windows. For that purpose, Article 9 12 allows frequent issuers admitted to trading on a regulated market, under certain conditions, to fulfil their ongoing disclosure obligation under the Transparency Directive by integrating their annual and half-yearly financial reports into the universal registration document.

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Articles 9 and 10 2 also incorporate detailed rules on the practical administration of the universal registration document. They clarify which documents shall be approved in case the universal registration document has been either approved or filed without approval, and describe the process for amending the universal registration document, which follows a different approach from the process for supplementing a prospectus as there is no public offer nor admission to trading, until the universal registration document becomes part of a prospectus.

The proposal contains two sets of specific disclosure rules, one for secondary issuances and the other for SMEs. These specific disclosure rules are of optional use. The alleviated regime for secondary issuances will apply to offers or admissions concerning securities issued by companies already admitted to trading on a regulated market or an SME growth market for at least 18 months. The alleviated prospectus will only contain minimum financial information covering the last financial year only which may be incorporated by reference. The specific regime for SMEs will allow these companies to draw up a distinct prospectus in case of an offer of securities to the public provided that they have no securities admitted to trading on a regulated market.

For such companies the prospectus schedules which will be designed in details by delegated acts will focus on information that is material and relevant for companies of such size and a bottom-up approach will be taken to build the new information schedules. Article 15 also introduces an optional format for the prospectus for SMEs in the form of a "question and answer" disclosure document, which will be designed in details by delegated acts. Like for all the minimum disclosure requirements under the prospectus regime, delegated acts will be adopted to specify the reduced information which must be included in the simplified registration document and securities note.

Treatment of non-equity securities of high denomination per unit Article 1 and It also triggers a prospectus exemption for offers of non-equity securities. This threshold, originally conceived as a consumer protection, prices bonds beyond the reach of retail investors, as issuers generally seek the less costly option of making wholesale-type disclosure. As most investment-grade issuers can raise the funds they need from institutional investors, there is little incentive for them to offer bonds in smaller sizes.

Issuers offering non-equity securities solely to qualified investors or requiring a minimum commitment of EUR per investor will still benefit from a prospectus exemption. Through the above amendments, the proposal aims at removing one of the identified barriers to secondary liquidity on bond markets. Article 16 provides that only risk factors which are material and specific to the issuer and its securities should be mentioned in a prospectus. The aim is to curb the tendency of overloading the prospectus with generic risk factors which obscure the more specific risk factors that investors should be aware of, and only serve to protect the issuer or its advisors from liability.

To that aim, the issuer is required to allocate risk factors across two or three categories based on materiality. ESMA is empowered to develop guidelines on that field. The scope of documents whose information may be incorporated by reference in a prospectus is enlarged, subject to the condition that the information be published electronically and complies with the language regime of Article A list of documents is set out in Article 18 and ESMA is empowered to develop draft regulatory technical standards to complete the list with further types of documents required under Union law.

The proposed list covers documents filed or approved by the competent authority of the home Member State in accordance with this Regulation as well as regulated information. It also permits companies which are not under the scope of the Transparency Directive e. However, the obligation to provide a free paper copy to anyone who requests it is maintained Article 20 The prospectus shall be deemed available to the public when published in electronic form either on the website of the issuer, the offeror or the person asking for admission or, if applicable, of the financial intermediaries placing or selling the securities or on the website of the regulated market where the admission to trading is sought, or of the operator of the multilateral trading facility.

Consequently, whenever competent authorities send to ESMA the electronic version of each approved prospectus, they will also send a set of meta-data e. The data gathered in the storage mechanism will allow ESMA to establish detailed statistics on prospectuses approved in the EU and draw up an annual report that should be granular enough to identify trends and provide evidence on the effects of the reforms introduced by this Proposal Article Administrative measures and sanctions Articles 36 to The Commission Communication on sanctions 7 confirmed that "ensuring proper application of EU rules is first and foremost the task of national authorities, who have the responsibility to prevent financial institutions from violating EU rules, and to sanction violations within their jurisdiction", but stressed at the same time the co-ordinated and integrated way in which national authorities should act.

In line with the Communication and following other initiatives at EU level in the financial sector, this proposal contains provisions on sanctions and measures aimed at introducing a harmonised approach to sanctions in order to ensure consistency. It is important that administrative sanctions and measures are applied where key provisions of this proposal are not complied with and that those sanctions and measures are effective, proportionate and dissuasive.

Having regard to the Treaty on the Functioning of the European Union, and in particular Article thereof,. Having regard to the proposal from the European Commission,.

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After transmission of the draft legislative act to the national parliaments,. Having regard to the opinion of the European Economic and Social Committee 8 ,. Having regard to the opinion of the Committee of the Regions 9 ,. Acting in accordance with the ordinary legislative procedure,. The aim of the Capital Markets Union is to help businesses tap into more diverse sources of capital from anywhere within the European Union hereinafter 'the Union' , make markets work more efficiently and offer investors and savers additional opportunities to put their money to work, in order to enhance growth and create jobs.

Given the legislative and market developments since its entry into force, that Directive should be replaced. 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 therefore appropriate to lay down a regulatory framework for prospectuses at Union level.

Since a legal framework for the provisions on prospectuses necessarily involves measures specifying precise requirements on all different aspects inherent to prospectuses, even small divergences on the approach taken regarding one of these aspects could lead to significant impediments to cross-border offers of securities, to multiple listings on regulated markets and to EU consumer protection rules. Therefore, the use of a Regulation, which is directly applicable without requiring national legislation, should reduce the possibility of divergent measures being taken at national level, and should ensure a consistent approach, greater legal certainty and prevent the appearance of significant impediments to cross-border offers and multiple listings.

The use of a Regulation will also strengthen confidence in the transparency of markets across the Union, and reduce regulatory complexity as well as search and compliance costs for companies. The provision of information which, according to the nature of the issuer and of the securities, is necessary to enable investors to make an informed investment decision ensures, together with rules on the conduct of business, the protection of investors. Moreover, such information provides an effective means of increasing confidence in securities and thus of contributing to the proper functioning and development of securities markets.

The appropriate way to make this information available is to publish a prospectus. Such requirements may not directly or indirectly restrict the drawing up, the content and the dissemination of a prospectus approved by a competent authority.


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    6. Some of the securities covered by this Regulation entitle the holder to acquire transferable securities or to receive a cash amount through a cash settlement determined by reference to other instruments, notably transferable securities, currencies, interest rates or yields, commodities or other indices or measures. This Regulation covers in particular warrants, covered warrants, certificates, depositary receipts and convertible notes, such as securities convertible at the option of the investor. Thus, this Regulation should clearly determine the home Member State best placed to approve the prospectus.

    It is therefore appropriate that the requirement to draw up a prospectus under this Regulation should not apply to offers of such small scale. Member States should refrain to impose at national level disclosure requirements which would constitute a disproportionate or unnecessary burden in relation to such offers and thus increase fragmentation of the internal market.

    Therefore it is appropriate to allow Member States to decide to exempt such kinds of offers from the prospectus obligation set out in this Regulation, taking into account the level of domestic investor protection they deem to be appropriate. This should apply for example to an offer addressed to relatives or personal acquaintances of the managers of a company.

    Participation of employees in the ownership of their company is particularly important for small and medium-sized enterprises SMEs , in which individual employees are likely to play a significant role in the success of the company. Therefore, there should be no requirement to produce a prospectus for offers made in the context of an employee-share scheme within the Union, provided a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer, to safeguard investor protection.

    To ensure equal access to employee-share schemes for all directors and employees, independently of whether their employer is established in or outside the Union, no equivalence decision of third country markets should be required any longer, as long as the aforementioned document is made available. Thus, all participants in employee-share schemes will benefit from equal treatment and information.

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    By contrast, where an issuer has shares already admitted to trading on a regulated market, a prospectus should not be required for any subsequent admission of the same shares on the same regulated market, including where such shares result from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, providing the newly admitted shares represent a limited proportion in relation to shares of the same class already issued on the same regulated market, unless such admission is combined with an offer to the public falling in the scope of this Regulation.

    The same principle should apply more generally to securities fungible with securities already admitted to trading on a regulated market. Therefore, where securities are offered without an element of individual choice on the part of the recipient, including in allocations of securities where there is no right to repudiate the allocation , such transaction should not fall within the definition of 'offer of securities to the public' prescribed by this Regulation. In contrast, any resale to the public or public trading through admission to trading on a regulated market requires the publication of a prospectus.

    Therefore, financial intermediaries placing or subsequently reselling the securities should be entitled to rely upon the initial prospectus published by the issuer or the person responsible for drawing up the prospectus as long as it is valid and duly supplemented and the issuer or the person responsible for drawing up the prospectus consents to its use.

    The issuer or the person responsible for drawing up the prospectus should be allowed to attach conditions to his or her consent. The consent to use the prospectus, including any conditions attached thereto, should be given in a written agreement enabling assessment by relevant parties of whether the resale or final placement of securities complies with the agreement. In the event that consent to use the prospectus has been given, the issuer or person responsible for drawing up the initial prospectus should be liable for the information stated therein and in the case of a base prospectus, for providing and filing final terms and no other prospectus should be required.

    However, in the event that the issuer or the person responsible for drawing up such initial prospectus does not consent to its use, the financial intermediary should be required to publish a new prospectus. In that case, the financial intermediary should be liable for the information in the prospectus, including all information incorporated by reference and, in the case of a base prospectus, final terms. In order to enable investors to make an informed investment decision, t hat information should be sufficient and objective including with regard to the financial circumstances of the issuer and the rights attaching to the securities, and should be provided in an easily analysable, succinct and comprehensible form.

    Those requirements should apply to all types of prospectuses drawn up in accordance with this Regulation, including those following the minimum disclosure requirements for secondary issuances and for SMEs. A prospectus should not contain information which is not material or specific to the issuer and the securities concerned, as this could obscure the information relevant to the investment decision and thus undermine investor protection.

    It should be a self-contained part of the prospectus and should focus on key information that investors need in order to be able to decide which offers and admissions to trading of securities to consider further. Such key information should convey the essential characteristics of, and risks associated with, the issuer, any guarantor, and the securities offered or admitted to trading on a regulated market.

    It should also provide the general terms and conditions of the offer. In particular, the presentation of risk factors in the summary should consist of a limited selection of specific risks which the issuer considers to be the most material ones. It should be drafted in plain, non-technical language, presenting the information in an easily accessible way. It should not be a mere compilation of excerpts from the prospectus. It is appropriate to set a maximum length for the summary in order to ensure that investors are not deterred from reading it and to encourage issuers to select the information which is essential for investors.

    As long as they present it in a fair and balanced way, issuers should be given discretion to select the information that they deem to be material and meaningful. The requirement to produce a summary should however not be waived when a key information document is required, as the latter does not contain key information on the issuer and the offer to the public or admission to trading of the securities concerned.

    The summary should contain a clear warning to this effect. In any case, those formats and procedures should be optional at the choice of issuers. A base prospectus and its final terms should contain the same information as a prospectus. Such information may, for example, include the international securities identification number, the issue price, the date of maturity, any coupon, the exercise date, the exercise price, the redemption price and other terms not known at the time of drawing up the base prospectus.

    Where the final terms are not included in the base prospectus they should not have to be approved by the competent authority, but should only be filed with it. Other new information which is capable of affecting the assessment of the issuer and the securities should be included in a supplement to the base prospectus. Neither the final terms nor a supplement should be used to include a type of securities not already described in the base prospectus.

    That issue-specific summary should be annexed to the final terms and should only be approved by the competent authority where the final terms are included in the base prospectus or in a supplement thereto. Thus, issuers whose securities are admitted to trading on regulated markets or multilateral trading facilities should have the option, but not the obligation, to draw up and publish every financial year a universal registration document containing legal, business, financial, accounting and shareholding information and providing a description of the issuer for that financial year.

    That should enable the issuer to keep the information up-to-date and draw up a prospectus when market conditions become favourable for an offer or an admission by adding a securities note and a summary. The universal registration document should be multi-purpose in so far as its content should be the same irrespective of whether the issuer subsequently uses it for an offer or admission to trading of equity, debt securities or derivatives.

    All subsequent universal registration documents should therefore be allowed to be filed without prior approval and reviewed on an ex-post basis by the competent authority where that competent authority deems it necessary. Each competent authority should decide the frequency of such review taking into account for example its assessment of the risks of the issuer, the quality of its past disclosures, or the length of time elapsed since a filed universal registration document has been last reviewed.

    Such amendments should be published according to the same arrangements that apply to the universal registration document. In particular, when the competent authority identifies an omission or a material mistake or inaccuracy, the issuer should amend its universal registration document and make this amendment publicly available without undue delay.

    As neither an offer to the public, nor an admission to trading of securities is taking place, the procedure for amending a universal registration document should be distinct from the procedure for supplementing a prospectus, which should apply only after the approval of the prospectus. The time needed to obtain approval of the prospectus should therefore be shortened when the registration document takes the form of a universal registration document.

    In order to improve legal certainty, the validity of a prospectus should commence at its approval, a point in time which is easily verified by the competent authority. An offer of securities to the public under a base prospectus should only extend beyond the validity of the base prospectus where a succeeding base prospectus is approved before such validity expires and covers the continuing offer. Since such information must cover not only the country of registered office of the issuer but also the countries where the offer is being made or admission to trading is being sought, where a prospectus is passported, it is costly to produce and might hamper cross-border offers.

    Therefore a prospectus should only contain a warning that the tax legislation of the investor's Member State and of the issuer's Member State of incorporation may have an impact on the income received from the securities. However, the prospectus should still contain appropriate information on taxation where the proposed investment entails a specific tax regime, for instance in the case of investments in securities granting investors a favourable tax treatment. The need for a full prospectus is therefore less acute in case of subsequent offers to the public or admissions to trading by such an issuer.

    A distinct prospectus should therefore be available for use in case of secondary issuances and its content should be alleviated compared to the normal regime, taking into account the information already disclosed. As such companies usually need to raise relatively lower amounts than other issuers, the cost of drawing up a prospectus can be disproportionately high and may deter them from offering their securities to the public.

    At the same time, because of their size and shorter track record, SMEs might carry a higher investment risk than larger issuers and should disclose sufficient information for investors to take their investment decision. A proper balance should therefore be struck between the cost-efficient access to financial markets and investor protection when calibrating the content of a prospectus applying to SMEs and a specific disclosure regime should therefore be developed for SMEs to achieve that objective.

    In order to ensure SMEs can draw up prospectuses without incurring costs that are not proportionate to their size, and thus the size of their fundraising, the specific disclosure regime for SMEs should be more flexible than that applying to companies on regulated markets to the extent compatible with ensuring that the key information necessary to the investors is disclosed.

    SMEs whose securities are not traded on any trading venue should also be eligible to this disclosure regime as they may also be required to draw up a prospectus when offering their securities to the public, including through crowdfunding platforms. However, SMEs listed on regulated markets should not be eligible to use this regime because investors on regulated markets should feel confident that the issuers whose securities they invest in are subject to one single set of disclosure rules.

    Therefore there should not be a two-tier disclosure standard on regulated markets depending on the size of the issuer. This alternative format to the usual disclosure schedule should be designed to minimise costs for SMEs by empowering them to draw up a prospectus by themselves, relying on their own capacities.

    The questions presented in the form should be designed to elicit specific types of information of special relevance to SMEs and the requests for information should be more detailed than on the usual disclosure schedules, so that persons using the "question and answer" format can more easily understand what information is being sought. In particular, it is appropriate to unify the minimum information requirements for non-equity prospectuses, thereby replacing the dual standard of disclosure between issuances targeting qualified investors only and issuances targeting non-qualified investors.

    Risk factors should therefore be limited to those risks which are material and specific to the issuer and its securities and which are corroborated by the content of the prospectus. A prospectus should not contain risk factors which are generic and only serve as disclaimers, as these could obscure more specific risk factors that investors should be aware of, thereby preventing the prospectus from presenting information in an easily analysable, succinct and comprehensible form. To help investors identify the most material risks, the issuer should be required to group specific risk factors together and allocate them across categories based on levels of materiality.

    A limited number of risk factors selected by the issuer from the category of highest materiality should be included in the summary. Thus, where a Member State guarantees an offer of securities, such information should not need to be provided in the prospectus. However, this aim of simplifying and reducing the costs of drafting a prospectus should not be achieved to the detriment of other interests the prospectus is meant to protect, including the accessibility of the information.

    The language used for information incorporated by reference should follow the language regime applying to prospectuses. Information incorporated by reference may refer to historical data, however where this information is no longer relevant due to material change, this should be clearly stated in the prospectus and the updated information should also be provided. This Regulation should eliminate those differences by harmonising the rules applying to the scrutiny and approval process in order to ensure that all competent authorities take a convergent approach when scrutinising the completeness, consistency and comprehensibility of the information contained in a prospectus.

    Guidance on how to seek approval of a prospectus should be publicly available of the websites of the competent authorities.


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    The prospectus should be published on a dedicated section of the website of the issuer, the offeror or the person asking for admission, or, where applicable, on the website of the financial intermediaries placing or selling the securities, including paying agents, or on the website of the regulated market where the admission to trading is sought, or of the operator of the multilateral trading facility, and be transmitted by the competent authority to ESMA along with the relevant data enabling its classification.

    Please email academicmarketing cambridge. The Prospectus Directive of 4 November sets the rules on the publication of a prospectus in the event that securities are offered to the public or admitted to trading on a stock exchange in the European Union. These rules apply in all 30 member states of the European Economic Area. Since member states decide to a large extent how to implement the Directive in their law, the rules in the different member states will differ substantially.

    It is therefore important not only to have an understanding of the rules laid down in the Directive but also to obtain knowledge of the rules applicable in the different states.

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    As an English book it provides an understanding for non-Europeans of the rules applicable on the publication of a prospectus. A comprehensive table of contents, text of the European Directive and a list of national implementing laws are also included. Denmark Vagn Thorup and David Moalem 4. Estonia Raino Paron and Monika Koolmeister 5. Greece Vassiliki Lazarakou and George Georgiou 6. Hungary Jacques de Servigny 7. Lithuania Irmantas Norkus and Eva Suduiko 9. The Netherlands Jan Paul Franx Poland Danuta Pajewska and Jakub Pietruszka List of national laws implementing the Prospectus Directive.

    He has extensive experience in all areas of corporate law, including litigation, international arbitration, securities regulation, and finance. He is head of continuing legal education for the Dutch-speaking Bar of Brussels and has published widely in the fields of corporate and financial law.