Since the passage of the Prospectus Directive and the Prospectus Regulation by the European authorities in 2003, that legislation has been carefully observed by the capital markets until today. The aim of these regulations is to establish an integrated, efficient and liquid European capital market in order to protect the investors. The author describes in detail the regulations (including the annexes) starting with the genesis of the legislation by using the comitology procedure and interprets them on the basis of the CESR recommendations. He discusses numerous practical examples (e.g. the definition of a public offering, secondary placements or employee stock option schemes) and applies his interpretation. In a second step the author compares the results with the prospectus disclosure regime established by the Securities Act of 1933 in the United States and analyses them from an economics perspective. On the basis of this economic analysis of law, the author shows the potential impact of the legislation on the economy and the corporations; in particular he pursues the question, whether or not the legislation meets its aims. The research on hand is an extensive description and analysis of the Prospectus Directive and the Prospectus Regulation and provides a profound evaluation of one of the key issues of the European legislation of the past years.

Autorentext

Volker Wiegel, Rechtsanwalt in Frankfurt am Main.