Disclosure and Enforcement Under the EU Listing Act

Abstract

Efficient capital markets improve the financing options for corporations and enhance the efficiency of the real economy. A single market for capital for European Member States (CMU) boosts these macroeconomic benefits. With the Targeted Consultation on the Listing Act, the European Commission aims to further develop the CMU. This paper analyzes stategies for strengthening European capital markets. We welcome the European Commission's initiative and consider it useful to capture the prevailing opinion of market participants on European capital markets law being in need of reform. However, more courageous and balanced steps are needed to further develop the CMU in an effective and meaningful way. In particular, we consider how regulation of European capital markets can help to facilitate capital market-based financing in the European Union. To that end, we address key regulatory issues of primary markets law as well as the regulation of insider trading and ad hoc disclosure. Finally, the Consultation is an opportunity to discuss the issue of capital markets law enforcement from a holistic perspective. The time is ripe for a European discussion on a coherent and efficient enforcement concept.

Keywords: Capital Markets Union; strategies for harmonisation; access to capital markets for SMEs; prospectus disclosure; ad hoc disclosure of inside information; private enforcement