EU Prospectus Law New Perspectives on Regulatory Competition in Securities Markets

Name: EU Prospectus Law New Perspectives on Regulatory Competition in Securities Markets
Price: 74.95 USD
Availability: InStock
ISBN: 9780521517652

ISBN-10: 0521517656

ISBN-13: 9780521517652

Edition: 2011

Authors: Pierre Schammo

List price: $86.99

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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.

Book details

List price: $86.99
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


Introduction



Prospectus disclosure in a wider institutional context



Actors and institutions



Introduction



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



CESR



The nature and organisation of CESR



Problems with CESR



The absence of legally binding powers



Adverse behaviour



ESMA



Beginnings: the de Larosiï¿½re 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



Introduction



(Maximum) harmonisation



Indroduction



Harmonisation and prospectus disclosure



Obligation to draw up a prospectus



Scope and exceptions



scope



Exceptions



Content, format and validity of the prospectus



Content



Factors affecting the disclosure content of a prospectus



How to deal with increasingly complex disclosure



Formats



Prospectus formats



Summaries



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



Advertisement



Basic provisions



Exempt offers: selective disclosure



The passport system



Conclusion: evolutionary or revolutionary change?



Equivalence-bases regulation



Introduction



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?



Pathology



Mutual trust and the functioning of the internal market



Transparency and legal certainty



Safeguarding the EU's 'unity of action'



Remedies



Strategies



Actors



Conclusion



Prospectus disclosure enforcement



Introduction



Prospectus disclosure enforcement: strategy and arrangements



Introduction



Enforcement and prospectus disclosure



Administrative enforcement of prospectus disclosure



Actors



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



Powers



Prospectus disclosure enforcement and collective securities actors



CESR



CESR's tasks



Coordinated enforcement



Mediation



The merits of CESR's Level 3 tasks



ESMA



ESMA's tasks



The merits of ESMA's tasks



Private enforcement and prospectus liability



Conclusion: evolutionary or revolutionary change?



Enforcement: national implementation



Introduction



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



Introduction



Regulatory competition and EU decision-making



Introduction



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



Institutions



Regulatory competition and the prospectus directive: the issuer choice policy dispute



Introduction



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



Conclusion



Conclusions and suggestions for the future



Conclusions


Select bibliography


Index