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Part II The New EU Prospectus Rules, 11 ‘Light’ Disclosure Regimes: Secondary Issuances

Pim Horsten

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, 2022. All Rights Reserved.date: 04 December 2022


This chapter analyses and discusses the ‘light’ disclosure regime available for secondary issuances. Here, it remains to be seen whether this new simplified regime will be used much in practice. The proportionate disclosure regime for statutory rights issues introduced by the 2010 amendment of the Prospectus Directive was little used. Moreover, at a conceptual level the chapter submits that not many would disagree that for investors at some stage more disclosure makes a prospectus difficult to understand, as it may be difficult to discern important facts in a mass of less important detail. The chapter asserts that the ideal disclosure document is short, clear, and comprehensive in including all information an investor needs to make an informed investment decision. The tension, however, is between short and comprehensive, in the sense of including all necessary information. The chapter concludes that time will tell whether in case of secondary issuances one will see simplified prospectuses with reduced disclosure only.

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