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Part IV Conduct and Culture, 24 Governance Problems in Dutch Financial Institutions from 2007 to 2017 »

Bas de Jong
From: Governance of Financial Institutions
Edited By: Danny Busch, Guido Ferrarini, Gerard van Solinge
This concluding chapter explores the governance problems in Dutch financial institutions from 2007 and onwards. Three cases are especially worth mentioning: the takeover of ABN AMRO Bank by a consortium involving Fortis Bank, Santander, and RBS, and the subsequent rescue of Fortis/ABN by the Dutch State; the collapse of DSB (Dirk Scheringa Beheer) Bank after a bank run; and the nationalization of SNS Reaal (the holding company of bank and insurance companies) by the Dutch State. The DSB case, dealing with a not systemically relevant bank, clearly shows that an unbalanced governance structure can eventually lead to bankruptcy. Board composition and fit and proper testing also matter a great deal. As such, fit and proper testing in the Netherlands is now stricter, taking into account not only individual board members, but also the board as whole.

Part IV Raising Capital on the Capital Markets, 11 Modernizing the Prospectus Directive »

Bas de Jong, Tomas Arons
From: Capital Markets Union in Europe
Edited By: Danny Busch, Emilios Avgouleas, Guido Ferrarini
On 16 May 2017, the Council adopted the Prospectus Regulation, which repeals the Prospectus Directive. The prospectus rules are an important part of the Capital Markets Union (CMU), and will apply from mid-2019. This chapter analyzes the reforms of the prospectus rules enacted in the new Prospectus Regulation. First, it provides the background and purposes of the Regulation. It then addresses the extension of the exceptions to and exemptions of the duty to publish a prospectus; the special regime for small and medium-sized companies; the reduction of the burden for secondary issues; the special regime for frequent issuers; the increased relevance of the prospectus for investors; and finally the publication of and access point for EU-prospectuses.