Public offerings and the role of national law after the prospectus regulation

Abstract

The chapter examines the role of the national legal, regulatory and supervisory frameworks governing offers of securities to the public and the admission of securities to trading on a regulated market in terms of the Prospectus Regulation (PR or the ‘Regulation’) and the admission to listing on an exchange in terms of the Consolidated Admission Requirements Directive (‘CARD or the Directive’). Harmonisation of regulation in the field of capital markets aims at achieving an equivalent degree of market integrity and investor protection across the EU, which harmonisation is important for mutual recognition and trust between Member States and their respective national competent authorities. In addition, it is recognised that harmonised regulation, which provides for robust investor protection and market integrity, is a condition for investor participation in cross-border offers to the public within the internal market. There are different degrees of harmonisation applied in EU law, which largely determine the extent to which national law has a role in capital markets regulation. The convergence of supervisory practices as dictated by ESMA aims at achieving high consistent standards of supervision amongst national competent authorities with respect to the scrutiny of the completeness, consistency and comprehensibility of the information contained in the prospectus