Reform of Public Company Disclosure in Europe

Abstract

This article compares disclosure reform in the European Union, as expressed in the Prospectus Directive, the Transparency Directive and the Market Abuse Directive, with the disclosure provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The law of the European Union and the United States with respect to offerings and annual and periodic reporting has in some ways now converged, but significant differences remain. In part, this is because regulatory reform on both sides of the Atlantic is being driven by local and political imperatives. Further, the European Union lacks an EU-wide securities agency, and civil enforcement of disclosure requirements by private parties is a matter of national law in Europe. Accordingly, despite the pressures for harmonization of disclosure regimes, convergence of financial reporting requirements remains a somewhat distant goal.

Keywords: securities, European Union, disclosure, financial reporting

JEL Classification: G38, K22, K23