The Prospectus Regulation and Other EU Legislation

Abstract This chapter provides an overview of how the scope and application of the Prospectus Regulation is affected by other EU laws. It reveals that the content and format of prospectuses is not only subject to the Prospectus Regulation, but also other EU laws and policy leave their imprint on prospectuses, as well as EU regulations on market abuse, benchmarks, credit rating agencies, and securitisation. Also the Take-over Bid Directive and European Central Bank (ECB) monetary policy for the Eurosystem drive disclosure in prospectuses. With the prospect of a hard Brexit hanging over the international capital markets in much of 2019, this chapter also briefly discusses approaches in the EU27 and the United Kingdom (UK) to prospectus regulation post-Brexit. Whereas currently an approved prospectus benefits from passporting rights to all other EU jurisdictions, in case of a hard Brexit, the EU capital markets will become fractured, with securities offerings and listings in both the remaining EU jurisdictions (EU27) and in the UK requiring their own prospectus approvals, unless a Brexit deal is reached whereby the Prospectus Regulation would continue to apply to the United Kingdom.