European Securities Law. 2nd Edition

This new edition continues to provide a comprehensive source of knowledge and practical know-how about the regulation and operation of the securities markets in Europe.

This work covers the main body of community-level legislation regulating the securities markets in Europe, consisting principally of the Prospectus Directive, the Transparency Directive, the Takeover Directive, the Market Abuse Directive and MiFID. It addresses the application of these regulations in the context of public and private capital-raising activities (equity and debt), trading activities, takeovers of publicly traded companies and the liabilities associated therewith. Particular considerations for non-EU issuers are covered.

An introductory section (Part I) gives readers a critical overview of the European legislative process and regulatory framework, including the key provisions of the Directives. More detailed analysis of the issues of disclosure (both initial and ongoing) and investor protection follows.

Part II examines how the most common types of transactions (IPOs, debt offerings and programmes, private placements, takeovers and stakebuilding) are planned and conducted under the applicable legislation. It highlights the key issues, concerns and uncertainties that arise in practice and how experienced professionals commonly address them. There is further detailed examination of liability for listing in London and particular considerations for non-EU issuers. Key facts regarding processes in select member states are noted throughout the section (for example, a chart showing the distinct process involved in passporting a prospectus into different member states). Additionally, a new chapter has been included on underwriting practice.

Part III consists of a streamlined, country-by-country discussion focusing on issues that arise in the context of real transactions as a result of the manner in which community-level legislation has been transposed or interpreted in the relevant member state or the application of other national legislation.

This work is an essential resource for all lawyers advising on securities, whether for clients based in Europe or for non-EU issuers in Europe.

Readership: Lawyers advising on capital markets, M&A, corporate finance and banking internationally; scholars interested in financial and securities law; and finance professionals such as investment bankers and corporate treasurers.

Contents:
Part I
1.: Lachlan Burn: The European Directives relating to Issue and Trading of Securities

Part II
2.: Raj Panasar, Luis de Carlos, Javier Redonet, Angel Berti: Equity
3.: Mark Trapnell, Eric Phillips: Debt Offerings and Programmes
4.: Charles Howarth: Private Placements in Europe and the US
5.: Kathy Hughes: Liability for London Listing
6.: Tim Lewis: Takeovers and Stakebuilding
7.: Andrew Thompson: Special Considerations for Non-EU Issuers
8.: Simon Witty: Underwriting Practice and Procedure

Part III
9.: Florian Khol, Mathias Burger: Austria
10.: Jean-Pierre Blumberg: Belgium
11.: Christian Lundgren, Pernill Hostrup Dalhoff, Christina Schmidt: Denmark
12.: Petri Haussila, Petro Avikainen: Finland
13.: Marie-Laurence Tibi: France
14.: Mark Strauch: Germany
15.: Cian McCourt: Ireland
16.: Pietro Fioruzzi, Nicole Brunella Puppieni, Eugenio Simone De Nardis: Italy
17.: Philippe Hoss: Luxembourg
18.: Derk Lemstra, Marius Josephus Jitta, Rogier Raas: The Netherlands
19.: Carlos Costa Andrade, Ana Sa Couto: Portugal
20.: Luis de Carlos, Marta Rios: Spain
21.: Emil Boström: Sweden
22.: Raj Panasar, Sebastian Cameron: UK