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EU Prospectus Law New Perspectives on Regulatory Competition in Securities Markets

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ISBN-10: 0521517656

ISBN-13: 9780521517652

Edition: 2011

Authors: Pierre Schammo

List price: $90.99
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Pierre Schammo provides a topical analysis of EU prospectus law and the new rules governing the European Securities and Markets Authority. He also breaks new ground on regulatory competition by offering a contextual analysis of the negotiations of the Prospectus Directive.
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Book details

List price: $90.99
Copyright year: 2011
Publisher: Cambridge University Press
Publication date: 5/19/2011
Binding: Hardcover
Pages: 416
Size: 6.30" wide x 9.25" long x 0.98" tall
Weight: 1.694
Language: English

Dr Pierre Schammo is a lecturer in law at the University of Manchester. He was previously a research fellow in European financial and corporate law at the British Institute of International and Comparative Law.

Preface and acknowledgements
List of abbreviations
Table of cases
Table of legislation
Prospectus disclosure in a wider institutional context
Actors and institutions
Policy-and rule-making actors
Level 1 decision-making
Level 2 decison-making
Comitology prior to the entry into force of the Lisbon Treaty
Delegated and implementing acts under the Lisbon Treaty
Collective securities actors
The nature and organisation of CESR
Problems with CESR
The absence of legally binding powers
Adverse behaviour
Beginnings: the de Larosi�re proposals
Establishing ESMA: Constitutional limits
The nature and organisation of ESMA
Tasks and functions
National securities authorities
Conclusion: evolutionary or revolutionary change?
Prospecuts disclosure regulation
(Maximum) harmonisation
Harmonisation and prospectus disclosure
Obligation to draw up a prospectus
Scope and exceptions
Content, format and validity of the prospectus
Factors affecting the disclosure content of a prospectus
How to deal with increasingly complex disclosure
Prospectus formats
Formats for correcting or updating prospectus disclosure
Validity of the prospectus
Incorporation by reference
Omission of information
Main issues
Grounds for omitting information
Omission of information under the PD
Omission of information under the PR
The use of the rules governing disclosure omissions as a 'short-term fix'
Language requirements
Obligation to seek prior approval with the competent authority of the home Member State
Obligation to publish a prospectus and comply with the PD's provisions relating to advertisement
Obligation to publish a prospectus
Publication arrangements
Ensuring access to the prospectus and the integrity of the information
Exemptions from the obligation to publish a prospectus
Private placements
Article 4
Basic provisions
Exempt offers: selective disclosure
The passport system
Conclusion: evolutionary or revolutionary change?
Equivalence-bases regulation
Equivalence-based regulation and prospectus disclosure
Third country GAAP
Assessment of equivalence
Recognition of equivalence
Employee share schemes
Article 4(1) (e) and employee share schemes
The equivalence condition of Article 4(1) (e)
Third country prospectuses
Prior approval as a means to recognise epuivalence
Limits to prior approval
Equivalence-based regulation in Member States
The merits of Article 20 PD: a shadow regime in need of reform?
Mutual trust and the functioning of the internal market
Transparency and legal certainty
Safeguarding the EU's 'unity of action'
Prospectus disclosure enforcement
Prospectus disclosure enforcement: strategy and arrangements
Enforcement and prospectus disclosure
Administrative enforcement of prospectus disclosure
Instruments of enforcement
The prospectus approval, an ex ante enforcement instrument
Limits of a prior approval system
The merits of a prior approval system
Prior approval and investors
Prior approval and issuers
Prospectus disclosure enforcement and collective securities actors
CESR's tasks
Coordinated enforcement
The merits of CESR's Level 3 tasks
ESMA's tasks
The merits of ESMA's tasks
Private enforcement and prospectus liability
Conclusion: evolutionary or revolutionary change?
Enforcement: national implementation
Administrative enforcement in France and the UK
Existence of powers
Power to approve: ex ante enforcement
Power to approve in france
Power to approve in the UK
Power to request information, investigate and sanction
Power to bring criminal proceedings
Exercise of powers
Private enforcements in France and the UK
Personal scope
Common vs special statutory regimes
Conclusion: lessons for the legal origins literature
Prospectus disclosure and regulatory competition
Regulatory competition and EU decision-making
Regulatory competition as a regulatory problem in the securities markets fields
Regulatory competition and market integration
The 'threat of exit' and EU decision-making
Actor preferences and institutions
Actor preferences
Regulatory competition and the prospectus directive: the issuer choice policy dispute
Introducing the issuer choice policy dispute
The context
Policy frames on issuer choice
The cost frame
The merit frame
Unpacking the issuer choice policy dispute: the regulatory problem
Differing interests and ideas?
The substantive and institutional dimension of the regulatory problem
The substantive dimension of the regulatory problem
The institutional dimension of the regulatory problem
Reconstructing the policy outcome
The distribution of competences between Member States: a status quo decision?
The distribution of competences between Member states: bargaining or problem-solving?
The 2010 revision of the directive
Conclusions and suggestions for the future
Select bibliography