Part II The New EU Prospectus Rules, 7 The Obligation to Publish a Prospectus and Exemptions

Subject(s):

Prospectus — Improper disclosure — Financial regulation

This chapter offers a comprehensive treatment of the obligation to publish a prospectus, including the available exemptions. The Prospectus Regulation provides for an update of the prospectus obligation and the exemptions thereto. However, the provisions that determine the requirement to publish an approved prospectus have remained unaltered. In addition, the exemptions to have a prospectus available compliant with the Prospectus Regulation have largely remained the same. The chapter shows, however, that there have been some changes when it comes to exemptions. Notably, the regime for small size offerings has changed. The chapter concludes that the goal of the European legislator to enhance harmonisation between the member states by including the prospectus regime in a regulation, has not been achieved for these small-size offerings. In addition, some exemptions for the prospectus requirement in the event of a listing have either been extended or restricted. Finally, the chapter notes that the disclosure regime as such, as is provided by a prospectus under the Prospectus Regulation, has not been truly reconsidered, in the context also of concurrence with other disclosure regimes.