The Prospectus Regulation (Regulation (EU) 2017/1129) and the Recent Proposal for an EU Recovery Prospectus: Elements of Continuity and Change with the Past and the Way Forward

Abstract

The purpose of this article is twofold. First, it aims to provide a concise, but comprehensive overview of the Prospectus Regulation’s main provisions, highlighting the changes introduced to the previously applicable regime. Second, it carefully analyses the way in which the EU legislator strives to deploy the prospectus regime as an effective response to the current COVID-19 pandemic crisis.

The point of reference, when analysing the provisions of the Prospectus Regulation, is the Prospectus Directive and emphasis is placed on the obligations of “issuers” or “offerors” making offers of securities to the public or persons asking for the admission to trading on a regulated market of securities (see below, under B). The article also makes a brief reference to the obligations of financial intermediaries (mainly as underwriters) (under C) and, finally, provides a comprehensive analysis of the recent Proposal for a temporary EU Recovery Prospectus regime (under D).

Keywords: Prospectus Regulation, Prospectus Directive, shelf registration mechanisms, materiality of risk factors, SME growth market, disclosure regimes, Universal Registration Document (URD), EU Growth Prospectus, passporting regime, Capital Markets Recovery Package, EU Recovery Prospectus Regulation

JEL Classification: K20, K22, K23, G15, G18, G20, G28