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This work provides integrated analysis of and guidance on the Prospectus Regulation 2017. The volume examines the harmonisation of the Prospectus Regulation, the areas not covered by the rules, and the impact of Brexit and provides valuable reference for all advising and researching this field.
List of contents
- Part I General Aspects
- 1: Prof. Danny Busch, Prof Guido Ferrarini and Prof. Jan Paul Franx: Introduction
- 2: Han Teerink: The IPO- and listing process in practice; multiple listings; developments in the IPO-market
- 3: Prof. Stefano Lombardo: Stabilization and underpricing in IPOs
- 4: Marieke Driessen: The Prospectus Regulation and other EU legislation - the wider context for prospectuses
- 5: Prof. Henri Hu: The U.S. Disclosure Paradigm: conventional understandings and modern divergences
- PART II: PROSPECTUS REGULATION (EU) 2017/1129
- 6: Prof. Guido Ferrarini and Prof. Paolo Giudici: Transferable securities and the scope of the Prospectus Regulation: The Case of ICOs
- 7: Prof. Kitty Lieverse: The obligation to publish a prospectus and exemptions
- 8: Prof. Giovanni Strampelli: The contents of the prospectus: rules for financial information
- 9: Prof. Victor de Seriere: The contents of the prospectus: non-financial information and materiality
- 10: Prof. Andrea Perrone: "Light" disclosure regimes: SME's; problems of SME financing in the EU
- 11: Pim Horsten: "Light" disclosure regimes: secondary issuances
- 12: Robert ten Have: Prospectus summary and risk factors
- 13: Dorothee Fischer-Appelt: Prospectus formats and shelf registration
- 14: Gerard Kastelein and Tom Reutelingsperger: Advertisements
- 15: Paola Leocani: Omission of information, incorporation by reference, publication and language of the prospectus
- 16: Prof. Carmine DiNoia and Dr. Matteo Gargantini: Competent authorities, approval of prospectus, notification and sanctions
- 17: Simon Gleeson: Third countries (including Brexit)
- PART III: PROSPECTUS LIABILITY
- 18: Prof. Danny Busch: The influence of the EU Prospectus rules on private law
- 19: Dr. Matteo Gargantini: Competent Courts of Jurisdiction and Applicable Law
- 20: Prof. Sebastian Mock: Germany
- 21: Prof. Dr. Thierry Bonneau: France
- 22: Prof. Paolo Giudici: Italy
- 23: Javier Redonet Sánchez del Campo: Spain
- 24: Prof. Jan Paul Franx: The Netherlands
- 25: Veronique Hoffeld: Luxembourg
- 26: Prof. Gerard McMeel: United Kingdom
About the author
Danny Busch is full Professor (Chair) of Financial Law and the founding Director of the Institute for Financial Law, at Radboud University Nijmegen. He is a Research Fellow of Harris Manchester College and a Fellow of the Commercial Law Centre, University of Oxford. He sits on the Editorial Board of the Capital Markets Law Journal.
Guido Ferrarini is Emeritus Professor of Business Law and Capital Markets Law at the University of Genoa, Department of Law, and Director of the Centre for Law and Finance. He also is Visiting Professor at Radboud University Nijmegen He holds a J.D. (University of Genoa, 1972), an LL.M. (Yale Law School, 1978), and a Dr.jur. (h.c., Ghent University, 2009).
Jan Paul Franx is Professor of Securities Law at the University of Groningen, the Netherlands and attorney/ partner and co- founder of FG Lawyers, a boutique law firm specializing in corporate law and (alternative) finance based in Amsterdam.
Summary
This new work provides integrated analysis of and guidance on the Prospectus Regulation 2017, civil liability for a misleading prospectus, and securities litigation in a European context. The prospectus rules are one of the cornerstones of the EU Capital Markets Union and analysis of this aspect of harmonisation, the areas not covered by the rules, and the impact of Brexit, provides valuable reference for all advising and researching this field.
The first Part serves as an introduction to the volume with relevant context. Part II discusses the subjects of Prospectus Regulation from both a legal and economic perspective. Each chapter within Part II focuses on a key subject of the new Prospectus Regulation, providing an in-depth analysis of each issue.
Part III of the work explains the domestic law on liability for a misleading prospectus, this issue being omitted from the Regulation. The law and practice in each of the key capital markets centres in Europe is analysed, with the UK chapter covering the issues and possible solutions under Brexit. There is full consideration of conflicts of laws issues with reference to the Brussels I regulation, and the Rome I and II Regulations. The influence of the EU Prospectus rules on private law is also addressed.
