Prospectuses

Abstract

Abstract The rules on securities prospectuses were first harmonized 45 years ago. Today, they are still at the centre of investor protection on the primary market and for the listing of securities. This chapter explains that the rules provided for in the Prospectus Regulation should be transferred to a European Capital Markets Code. However, a more principles-based approach needs to be adopted. Many of the rules in the Prospectus Regulation are technical in nature and can therefore be covered by a Level 2 Regulation. The European legislator should use the codification as an opportunity to further modernize investor protection through prospectus information. The system of continuous and integrated disclosure in the USA and the recent reforms in the United Kingdom provide models for this. In addition, regulating prospectus liability in a codification act throughout the Union will be essential in order to overcome fragmentation and ensure greater legal certainty both for issuers and investors.