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

33 Pages Posted: 8 Dec 2020

See all articles by Christos Gortsos

Christos Gortsos

National and Kapodistrian University of Athens

Marialena E. Terzi

Goethe University Frankfurt - Institute of Law and Finance

Date Written: December 4, 2020

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

Suggested Citation

Gortsos, Christos and Terzi, Marialena E., 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 (December 4, 2020). European Banking Institute Working Paper Series 2020 - no. 79 , Available at SSRN: https://ssrn.com/abstract=3742863 or http://dx.doi.org/10.2139/ssrn.3742863

Christos Gortsos (Contact Author)

National and Kapodistrian University of Athens ( email )

Akadimias 45
Athens, 10672
Greece

Marialena E. Terzi

Goethe University Frankfurt - Institute of Law and Finance ( email )

Campus Westend - Grüneburgplatz 1
Frankfurt, 60323
Germany

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