European Securities Law

This new edition continues to provide a comprehensive source of knowledge and practical know-how about the regulation and operation of the securities markets in Europe. This work covers the main body of community-level legislation regulating the securities markets in Europe, consisting principally of the Prospectus Directive, the Transparency Directive, the Takeover Directive, the Market Abuse Directive and MiFID. It addresses the application of these regulations in the context of public and private capital-raising activities (equity and debt), trading activities, takeovers of publicly traded companies and the liabilities associated therewith. Particular considerations for non-EU issuers are covered. An introductory section (Part I) gives readers a critical overview of the European legislative process and regulatory framework, including the key provisions of the Directives. More detailed analysis of the issues of disclosure (both initial and ongoing) and investor protection follows. Part II examines how the most common types of transactions (IPOs, debt offerings and programmes, private placements, takeovers and stakebuilding) are planned and conducted under the applicable legislation. It highlights the key issues, concerns and uncertainties that arise in practice and how experienced professionals commonly address them. There is further detailed examination of liability for listing in London and particular considerations for non-EU issuers. Key facts regarding processes in select member states are noted throughout the section (for example, a chart showing the distinct process involved in passporting a prospectus into different member states). Additionally, a new chapter has been included on underwriting practice. Part III consists of a streamlined, country-by-country discussion focusing on issues that arise in the context of real transactions as a result of the manner in which community-level legislation has been transposed or interpreted in the relevant member state or the application of other national legislation. This work is an essential resource for all lawyers advising on securities, whether for clients based in Europe or for non-EU issuers in Europe.