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Capital Markets Law Journal Advance Access originally published online on June 30, 2007
Capital Markets Law Journal 2007 2(3):295-305; doi:10.1093/cmlj/kmm019
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© The Author (2007). Published by Oxford University Press. All rights reserved. For Permissions, please email: journals.permissions@oxfordjournals.org

Disclosure practices under the EU Prospectus Directive and the role of CESR

Jan Paul Franx*
* Partner Finance and Capital Markets, NautaDutilh N.V., Amsterdam.

The first 150 words of the full text of this article appear below.


Key points

  • In February 2005, CESR issued its Recommendations for the consistent implementation of the Prospectus Regulation.
  • Since July 2006, CESR has begun to develop a line of clarifications on disclosure practices under the Prospectus Directive and the Prospectus Regulation in the form of common positions based on Frequently Asked Questions (FAQs).
  • This article first analyses the question to which extent CESR's Recommendations and common positions have binding effect, in the sense that individual national securities regulators are under some form of obligation to apply these.
  • Subsequently, the article discusses a selection of CESR's common positions on FAQs which are of material importance for day-to-day disclosure practice.

 


   1. Introduction
 
Approximately two years have lapsed since the implementation of the Prospectus Directive in most EU Member States, which was required by 1 July 2005. In spite of the Prospectus Regulation and CESR's Recommendations (on level 2, respectively level 3 of the Lamfalussy process) . . . [Full Text of this Article]


   2. The role of CESR
 

   3. CESR's common positions based on frequently asked questions (FAQs) with respect to disclosure practices
 
Use of supplemental prospectus for new offerings (FAQ no. 25)
Supplemental prospectus and interim financial information (FAQ no. 16)
Supplemental prospectus and profit forecast (FAQ no. 17)
Conversion exemption (FAQ no. 22)
Use of annual report as registration document (FAQ no. 8)
Financial information of start-up entities (FAQ no. 14)

   4. Disclosure practices (presently) beyond CESR's guidance
 
10 per cent-exemption for units in a limited partnership
Disclosure issues for investment entities
Risk factor disclosure

   5. Conclusion
 

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