Javier Redonet Sánchez del CampoFrom: Prospectus Regulation and Prospectus Liability
Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx
This chapter considers the prospectus in Spain. Historically, and unlike other European Union jurisdictions, before the enactment of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (the ‘Prospectus Directive’), Spain lacked any explicit regulation on the civil liability arising from the defective content of prospectuses for securities offerings and listings in regulated markets. Nevertheless, legal authors having researched on the matter had expressed the view that liability attached to prospectuses on the basis of the general principles of tort liability. The legal regime of prospectus liability enshrined by the Securities Market Act and Royal Decree 1310/2005 is not fully comprehensive, however. In addition, it is completed with the general principles of civil liability contained in the Spanish Civil Code as construed by case law stemming from the Spanish Supreme Court.