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Part II The New EU Prospectus Rules, 16 The Approval of Prospectus: Competent Authorities, Notifications, and Sanctions

Carmine Di Noia, Matteo Gargantini

From: Prospectus Regulation and Prospectus Liability

Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx

From: Oxford Legal Research Library (http://olrl.ouplaw.com). (c) Oxford University Press, 2023. All Rights Reserved.date: 26 March 2023

Supplement prospectus — Financial regulation — European Securities and Markets Authority (ESMA)

This chapter sets out the rules regarding competent authorities, approval of the prospectus, notification, and sanctions. It analyses the regulatory framework for prospectus approval by national competent authorities (NCAs). NCAs approve prospectuses after verifying that they are complete, consistent, and comprehensible. The delegated acts supplementing the Prospectus Regulation specify the contents of the supervisory activity at a much greater level of detail than the previous regime. However, it remains to be seen whether this will suffice to ensure an actual level playing field across the Union. Indeed, NCAs might maintain different approaches during the approval process even in the presence of ESMA's coordination efforts. Next to this, Member States retain discretion on some crucial regulatory options, and the liability regimes are often uneven across Member States. All these remaining differences create space for arbitration, and make the rules on the identification of the relevant NCA all the more important. This chapter thus analyses the legal regime for the allocation of the power to approve prospectuses from two different perspectives.

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