The Reform of the Transparency Directive: Minimum or Full Harmonisation of Ownership Disclosure?

22 Pages Posted: 11 Jan 2011 Last revised: 26 Nov 2021

See all articles by Holger Fleischer

Holger Fleischer

Max Planck Institute for Comparative and International Private Law

Klaus Ulrich Schmolke

Johannes Gutenberg University Mainz - Faculty of Law and Economics

Multiple version iconThere are 2 versions of this paper

Date Written: October 10, 2010

Abstract

The reform of the Transparency Directive is presently on the political agenda, with one of the key questions focussing on the level of harmonisation: Should the current minimum harmonisation be retained or is a move towards full harmonisation advisable? After confirming legal competence for the full harmonisation of European capital markets law, this article weighs the pros and cons of full harmonisation in the case of ownership disclosure rules. The ability to overcome the costly legal fragmentation of the current regulatory regime for notification of major shareholdings throughout Europe is revealed as the greatest benefit of full harmonisation. As full harmonisation not only reduces compliance costs, but also boosts investor confidence, all market participants stand to benefit. Despite this, full harmonisation also carries certain costs, as it inhibits regulatory competition, increases complexity in implementing EU Law in national legal systems, and carries the danger of a petrification effect. The article reveals that these cost factors are not sufficient to undermine the case for full harmonisation for financial instruments requiring notification, as well as for thresholds, timeframes and notification formats. It goes on to show that legal regimes can retain their adaptive efficiency by allowing them to conduct temporary legislative experiments. However, the article refrains from generalising this finding, encouraging a targeted full harmonisation approach for the Transparency Directive.

Keywords: Transparency Directive, Minimum Harmonisation, Full Harmonisation, Targeted Full Harmonisation, Ownership Disclosure

JEL Classification: G18, K22

Suggested Citation

Fleischer, Holger and Schmolke, Klaus Ulrich, The Reform of the Transparency Directive: Minimum or Full Harmonisation of Ownership Disclosure? (October 10, 2010). European Business Organization Law Review, Forthcoming, Available at SSRN: https://ssrn.com/abstract=1737728

Holger Fleischer

Max Planck Institute for Comparative and International Private Law ( email )

Mittelweg 187
Hamburg, 20148
Germany

Klaus Ulrich Schmolke (Contact Author)

Johannes Gutenberg University Mainz - Faculty of Law and Economics ( email )

D-55099 Mainz, 55128
Germany

HOME PAGE: http://https://schmolke.jura.uni-mainz.de/

Do you have negative results from your research you’d like to share?

Paper statistics

Downloads
49
Abstract Views
327
PlumX Metrics