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Capital Markets Law Journal Advance Access originally published online on March 13, 2008
Capital Markets Law Journal 2008 3(2):186-216; doi:10.1093/cmlj/kmn002
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© The Author (2008). Published by Oxford University Press. All rights reserved. For Permissions, please email: journals.permissions@oxfordjournals.org

The implementation of the EU Transparency Obligations Directive—a country-by-country analysis

Marc-Etienne Sébire and Julien Sébastien
Gide Loyrette Nouel, Paris

Dr Axel Gehringer
Hengeler Mueller

Stefano Cuccia
Head of Market Supervision, TLX, Milan

David Byers
McCann FitzGerald, Solicitors, Dublin

Henri Wagner and Anne-Marie Thomas
Allen & Overy, Luxembourg

Petra Zijp and Matthieu van Straaten
NautaDutilh NV, Amsterdam

José Manuel Cuenca and Yolanda Azanza
Clifford Chance

Daniel Bushner and Jonathan Parry
Ashurst, London

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


   Editor's Note
 
In our first issue, we included a comparative review that compared how the Prospectus Directive had been implemented in various European Economic Area (EEA) Member States. That Directive sets out the requirements for initial disclosure, through a prospectus, of the information an investor requires to make its initial investment decision, when transferable securities are offered to the public or admitted to an EEA-regulated market. Some 18 months later, we turn to the legislative companion piece—the Transparency Obligations Directive or Directive 2004/109/EC (known familiarly as the ‘TD’ or sometimes, but only outside Germany, as ‘TOD’—in this article the abbreviation ‘TD’ will be used throughout). This is an important Directive that is designed to achieve a number of objectives.

First, it recognizes that markets depend on information. It is not enough that issuers describe their business and financial position to the market only when they ask for new money by issuing securities. . . . [Full Text of this Article]


   France
 
1. Introduction
2. Regulated information
Regulated information under French law
Language of the regulated information
Effective and complete distribution
3. Periodic information
Reports on financial information
Other information
4. Ongoing information
Information about major holdings
Information for holders of securities

   Germany
 
1. Introduction
2. State of origin concept and domestic issuer concept
3. Periodic information requirements
General
Responsibility and liability for periodic information
4. Ongoing information requirements
5. Summary

   Italy
 
1. Introduction: the legal context
2. Key points of implementation in Italy
The Italian liability regime for market disclosure
3. Concluding summary

   Ireland
 
1. Introduction
2. Competent authority
3. Liability
4. Jurisdictional scope of liability
5. Responsibility
6. Major shareholdings

   Luxembourg
 
1. Introduction
2. Periodic information requirements
Annual financial statements
Half-yearly financial statements
Interim management statements and quarterly financial statements
Liability
3. Ongoing information requirements
Important participations notification
Voting rights modification notification
Notification and publication procedure
Own shares
Additional (general) information obligations of issuers of shares
4. Competent authority
Notification of the CSSF
Additional information and sanctions
Third country exemption
5. Language and media
6. Timing
7. Conclusion

   The Netherlands
 
1. Introduction
2. Super-equivalent rules
3. Periodical information
4. Liability
Issuer
Directors
5. Rules on disclosure of major shareholdings
6. Conclusion

   Spain
 
1. Introduction
2. Law 6/2007
3. RD 1362
Periodic information
Responsibility and liability
Content of financial reports
Information on major holdings and own shares
Notification of the acquisition or disposal of major holdings
Acquisition or disposal of a major proportion of voting rights
Procedures for notification
Own shares
General provisions
Access to regulated information
Languages
Other information obligations
Remuneration schemes
4. Summary

   United Kingdom
 
1. Introduction
2. Periodic financial reporting requirements
Super equivalent application
Other points to note
Periodic financial reporting and non-UK issuers
3. Major shareholding notification regime
Super equivalent application
Contracts for difference
Other points to note
Major shareholding notification and non-UK issuers
4. Summary

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