European Union: Governance & Securities Law Focus: Europe Edition, October 2016

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.


Resolution of Proposal for New Prospectus Regulation

On 15 September 2016, the European Parliament resolved to adopt amendments to the European Commission's proposal for a new Prospectus Regulation to replace the current Prospectus Directive. The principal amendments relate to the following areas:

  • Scope: the Regulation shall not apply to offers of securities to fewer than 350 persons per Member State and to a total of no more than 4,000 persons across all Member States. The Regulation shall also not apply to offers of securities where the total consideration in the EU is less than €1,000,000, calculated over a 12 month time period.
  • Exemptions: where the total consideration of an offer of securities in the EU does not exceed €5,000,000, calculated over a 12 month time period, a Member State can decide to exempt such an offer from the prospectus requirement.
  • Prospectus Summary: a competent authority, in exceptional circumstances, may allow an issuer to produce a longer summary of up to ten (instead of sx) sides of A4 paper where the complexity of the issuer's activities so requires. Further, there will be no requirement for a summary for a prospectus relating to the admission of non-equity securities on a regulated market to qualified investors only.
  • EU Growth Prospectus: the new Regulation introduces a new concept of an 'EU growth prospectus' for the proportionate disclosure regime set out in Article 15. An EU growth prospectus will be in a standardised format and have fewer content requirements.

The European Parliament's full proposal can be accessed here:

Prospectuses: ESMA Updates Q&A

On 15 July 2016, the European Securities and Markets Authority ("ESMA") published an updated version of its Q&A to include two new questions.

The first new question concerns the applicability of the requirements under Article 11(3) of Commission Delegated Regulation (EU) 2016/301. ESMA clarified that a new roadshow would not have to be organised in order to deliver an amended version of the information provided in the original, but the general requirement to amend the roadshow advertisement still applies. ESMA added it is the responsibility of the issuer, offeror or person asking for admission to trading to disseminate the amended version of the information by the most suitable means.

The second new question concerns how an issuer, offeror or person asking for admission to trading should proceed when a participant at a live presentation requests information about an alternative performance measure that is not included in the prospectus. ESMA clarified that such an issuer, offeror or person asking for admission to trading should decline to provide an answer, as otherwise there would be a breach of Article 12 of Commission Delegated Regulation (EU) 2016/301. Version 25 of ESMA's Q&A on prospectuses can be accessed here:

ESMA: Overview of Prospectus Activity in the EEA

On 28 July 2016, ESMA published statistical data on prospectuses falling with the EU prospectus regime approved and passported by national competent authorities in the European Economic Area ("EEA"). The report covered areas such as general approval activity, structures of approved prospectuses, the number of equity vs. non-equity prospectuses and the type of securities offered and passporting activity.

The full report can be accessed here:

IPOs: AFME Guidance

On 4 July 2016, the Association for Financial Markets in Europe ("AFME") published guidance on research meetings and material prior to the award of a capital markets mandate. AFME provided commentary on how meetings should be conducted and structured so as to avoid the view that research analysts were not objective. AFME also described certain topics as inappropriate for such research meetings, such as asking research analysts' specific views on a potential IPO.

AFME's guidance can be accessed here:

Market Abuse Regulation

On 3 July 2016, the key operative provisions of the Market Abuse Regulation ("MAR") took effect. MAR addresses areas such as insider dealing, unlawful disclosure of inside information and market manipulation (all of which constitute market abuse for MAR purposes), disclosure requirements in relation to inside information and arrangements between ESMA and national competent authorities. The Regulatory Technical Standards ("RTS") and Implemented Technical Standards ("ITS") also came into force. The RTS and ITS cover areas such as:

  • the conditions, restrictions, disclosure and reporting obligations for buyback programmes and stabilisation measures;
  • the arrangements procedures and record-keeping requirements for persons conducting market soundings;
  • the systems and notification templates to be used in market soundings and the means for appropriate communications;
  • the establishment, maintenance and termination of accepted market practices;
  • the arrangements, systems, procedures and notification templates to report suspicious orders and transactions;
  • the technical means for public disclosure of inside information and circumstances where delay is legitimate;
  • the precise format of insider lists;
  • the format and template for the notification of managers' transactions; and
  • the technical arrangements for the objective presentation of investment recommendations.

Our briefing on MAR can be accessed here:

MAR: Market Soundings and Delays to Disclosure of Inside Information

On 13 July 2016, ESMA published final guidelines on persons receiving market soundings and delay of disclosure of inside information. The guidelines on market soundings detail internal procedures and staff training of persons receiving a market sounding, written minutes or notes of unrecorded meetings or telephone conversations, assessment of possession of inside information and record keeping requirements.

The guidelines on legitimate interests of issuers to delay disclosure of inside information and on situations in which the delay of disclosure is likely to mislead the public provide a non-exhaustive list of situations where the delay of disclosure is likely to mislead the public and examples of cases where the immediate disclosure of inside information may prejudice the legitimate interests of issuers (e.g. where disclosure might prejudice the outcome of negotiations being conducted by the issuer).

ESMA's final guidelines can be accessed here:

MAR: ESMA Updates Q&A on Closed Periods

On 13 July 2016, ESMA published an updated version of its Q&A on MAR on closed periods, i.e. where persons discharging managerial responsibilities are prohibited from dealing in shares and debt instruments of the issuers, unless certain specified circumstances are met. ESMA provides that the announcement of preliminary financial results agreed by the management of the issuer constitutes the announcement marking the end date of a closed period under the MAR regime. ESMA clarifies that where the information announced changes after the publication, a closed period will not be triggered but the event should be addressed in accordance with Article 17 of MAR.

The updated Q&A can be accessed here:

To view the full article please click 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.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.