ARTICLE
26 July 2018

ESMA Proposes Simplifications To Prospectus Format And Content

AO
A&O Shearman

Contributor

A&O Shearman was formed in 2024 via the merger of two historic firms, Allen & Overy and Shearman & Sterling. With nearly 4,000 lawyers globally, we are equally fluent in English law, U.S. law and the laws of the world’s most dynamic markets. This combination creates a new kind of law firm, one built to achieve unparalleled outcomes for our clients on their most complex, multijurisdictional matters – everywhere in the world. A firm that advises at the forefront of the forces changing the current of global business and that is unrivalled in its global strength. Our clients benefit from the collective experience of teams who work with many of the world’s most influential companies and institutions, and have a history of precedent-setting innovations. Together our lawyers advise more than a third of NYSE-listed businesses, a fifth of the NASDAQ and a notable proportion of the London Stock Exchange, the Euronext, Euronext Paris and the Tokyo and Hong Kong Stock Exchanges.
On 3 April 2018, the European Securities and Markets Authority (ESMA) published its final report on its technical advice under the Prospectus Regulation.
European Union Corporate/Commercial Law

On 3 April 2018, the European Securities and Markets Authority (ESMA) published its final report on its technical advice under the Prospectus Regulation. The technical advice covers the format and content of prospectuses and the EU Growth prospectus, and the scrutiny and approval of prospectuses.

ESMA sets out a number of simplifications to the existing prospectus regime, aimed at reducing the cost and administrative burden on issuers. By way of example, it has amended its technical advice on the format of the prospectus, the base prospectus and final terms by removing the requirements for a mandatory cover note and a stand-alone use of proceeds section in the prospectus. ESMA has also produced a Universal Registration Document, which is a shelf registration document that can be used by issuers to offer securities to the market quickly.

Running alongside these simplifications, ESMA has proposed standard criteria with regards to the scrutiny of prospectuses, while also affording competent authorities a certain level of flexibility, to ensure greater levels of investor protection.

ESMA's technical advice is available here:

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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