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Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx
From: Prospectus Regulation and Prospectus Liability
Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx

Part I General Aspects, 1 Introduction »

Danny Busch, Guido Ferrarini, Jan Paul Franx
From: Prospectus Regulation and Prospectus Liability
Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx
This introductory chapter discusses the new prospectus regime of the European Union (EU). In particular, it delves into the Action Plan on Building a Capital Markets Union (CMU). The CMU Action Plan should make it easier for providers and receivers of funds to come into contact with one another within Europe, especially across borders. This is regardless of whether raising capital occurs through the intermediation of banks, through the capital markets or through alternative channels such as crowdfunding. In addition, more non-bank funding will help to lessen dependence on the traditional banking industry and enhance the ability of the system to cope with economic shocks. The chapter considers what it means for the CMU Action Plan in light of recent events such as Brexit, before turning to a brief overview of the following chapters.

List of Abbreviations »

Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx
From: Prospectus Regulation and Prospectus Liability
Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx

List of Contributors »

Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx
From: Prospectus Regulation and Prospectus Liability
Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx

Part III Prospectus Liability and Litigation, 24 The Netherlands »

Jan Paul Franx
From: Prospectus Regulation and Prospectus Liability
Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx
This chapter discusses Dutch law. The history of the present statutory rules on prospectus liability in the Netherlands dates back to 1928, the year in which Dutch corporate law was codified. Like the annual report which companies had to publish on a yearly basis, the Dutch legislator considered the prospectus as a corporate document and therefore was of the opinion that a statutory rule on prospectus liability should be issued together with the Companies Act. Codification of prospectus liability was effectuated by formulating it as a special category of tort in the Dutch Civil Code (DCC). The act of 1928 provided that managing and supervisory directors of the issuer would be jointly and severally liable with the issuer itself for misleading statements in the prospectus. This had to do with the view of the legislator — that the decision of investors to invest in a company was to a large extent based on the reputation of management. As a result of this joint and several liability of directors, the first Dutch legislation on prospectus liability can be considered as being particularly investor friendly.

Overview of Chapters »

Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx
From: Prospectus Regulation and Prospectus Liability
Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx

Preface »

Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx
From: Prospectus Regulation and Prospectus Liability
Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx

Prospectus Regulation and Prospectus Liability »

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

Table of Cases »

Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx
From: Prospectus Regulation and Prospectus Liability
Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx

Table of Legislation »

Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx
From: Prospectus Regulation and Prospectus Liability
Edited By: Danny Busch, Guido Ferrarini, Jan Paul Franx