- A Levitt, “The world according to GAAP: Global capital markets cannot work without uniform, high-quality financial reporting standards”, Financial Times, 2 May 2001.
- D Weil, “The Benefits and Costs of Transparency: A Model of Disclosure Based Regulation”, Working paper. Transparency Policy Project, John F Kennedy School of Government, Harvard University, (July 2002).
- G Akerlof, “The Market for ‘Lemons’: Quality, Uncertainty and the Market Mechanism” (1970) 90 Quarterly Journal of Economics 629.
- BS Black, “The core institutions that support strong securities markets” (2000) 55 Business Lawyer 1565.
- The following is based upon presentations by J McCahery of Tilburg University and L Delboo, Euronext Brussels, to the CEPS task force, 16 May 2002 and on M Butler et al., “The Effect of Reporting Frequency on the Timeliness of Earnings: The Cases of Voluntary and Mandatory Interim Reports” (2002), London Business School WP No 37.
- L Unger, “Regulation Fair Disclosure Revisited”, SEC Special Study, December 2001, available at: http://ftp.sec.gov/news/studies/regfdstudy.htm.
- One panellist at a SEC Roundtable on RegFD noted that “placing a regulatory structure based on materiality decisions around a voluntary disclosure process might well result in a chill on the flow of legitimate information, and that may be happening”, Unger, ibid, 5.
- LA Cunningham, “The Sarbanes-Oxley Yawn: Heavy Rhetoric, Light Reform (And it Might Just Work)” (2003) 36 University of Connecticut Law Review 915.
- R Romano, “The Need for Competition in International Securities Regulation” (2001) 2 Theoretical Inquiries in Law 387.
- This argument is also supported by AW Boot and AV Thakor, “The Many Faces of Information Disclosure” (2001) 14 Review of Financial Studies 1021, as applied to firms and exchanges.
- M Fox, “The Issuer Debate” (2001) 2 Theoretical Inquiries in Law 563.
- M Fox, “Securities Disclosure in a Globalizing Market, Who Should Regulate Whom?” (1997) 95 Michigan Law Review 2498.
- Black, supra n 4.
- This section draws upon earlier work on EU securities market regulation; see K Lannoo, “EU Securities Market Regulation: Adapting to the Needs of a Single Capital Market”, CEPS Task Force Report, February 2001.
- We do not include the prospectus regime for investment funds in this section, which are covered by the UCITS Directive. This has recently been updated in the UCITS III (see OJ 21.01.2002).
- Directive 87/345 EEC [1987] OJ L185/81 amending Directive 80/390 EEC [1980] OJ L100/1 co-ordinating the requirement for the drawing-up, scrutiny, and distribution of the listing particulars to be published for the admission of securities to official stock exchange listing; Directive 90/211 EEC [1990] OJ L112/24 amending Directive 80/390 EEC in respect of the mutual recognition of public-offer prospectuses as stock exchange listing particulars. The Listing Particulars Directive was repealed in 2001 (as part of an exercise on legislative simplification) but the existing provisions were transferred without any change to the new codified Directive 2001/34 EC (infra n 18).
- Directive 89/298 EEC [1989] OJ L124/8.
- Directive 2001/34 EC [2001] OJ L 184/1 on the admission of securities to official stock listing and on information to be published on those securities. This text also incorporates the provisions of the Periodic Disclosure Directive (infra n 19).
- Directive 82/121 EEC [1982] OJ L 3/23.
- Directive 88/627 EEC [1988] OJ L 348/62.
- F Barca and M Becht (eds) The Control of Corporate Europe (Oxford, OUP, 2002).
- Directive 89/592 EEC [1989] OJ L 334/30.
- European Federation of Accountants, “Comparative Study of Conceptual Accounting Frameworks in Europe” (Brussels, FEE, 1997).
- Financial Times, 10 September 2002.
- See generally, Cadbury Committee, Report of the Committee on the Financial Aspects of Corporate Governance (London, Gee & Co., 1992).
- K Lannoo, “A European Perspective on Corporate Governance” (1999) 37 Journal of Common Market Studies, 269.
- See Deutsche Bank Research, “EU Prospectus Directive on the home straight”, Frankfurt Voice (December 2002), for an extensive discussion of negotiation process on the Directive so far. See also Wilmer, Cutler & Pickering, “Proposal for a New Prospectus Directive: Raising Capital Across Borders”, Wilmer Cutler & Pickering EU Financial Services Group Briefing, 19 November 2002 (available online at http://www.wilmer.de/docs/news_items/ACF12F2.pdf) for an overview.
- Amended proposal for a directive of the EP and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, COM (2002) 460 of 9.8.2002.
- Ibid, 3–5.
- CESR has issued various documents and organised hearings on the implementation measures, but it is too early to make a general assessment about it.
- Proposal for a Directive of the European Parliament and of the Council on the harmonisation of transparency requirements with regard to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, European Commission, 26 March 2003.
- Art 6. See infra.
- Supra n 20.
- Art 17.
- Directive 2003/6 EC [2003] OJ L96/16.
- Arts 1, 6.1 and 6.2.
- Art 6.5. DG Internal Market Services’ Working Documents on the implementation of Arts 1 and 6 paras 1 and 2 and Art 6 para 5 of the Directive 2003/6/EC, ESC 12/2003 and 13/2003, can be obtained online at: http://europa.eu.int/comm/internal_market/en/finances/mobil/marketabuse_en.htm.
- Art 6.1.
- Art 6.2.
- Art 6.3.
- Art 6.4.
- Art 6.5.
- Art 11.
- Regulation (EC) 1606/2002 [2002] OJ L243/1.
- Art 3.
- CESR Consultation Paper, Proposed Statement of Principles of Enforcement of Accounting Standards in Europe, CESR/02-188b (Paris, CESR, 2002).
- As in Austria, Finland, Germany, Luxemboug, Hungary and the Netherlands. See European Federation of Accountants, “Enforcement Mechanisms in Europe” (Brussels, FEE, 2001).
- For example, the institutional oversight mechanism is the stock exchange in Norway and Switzerland, the stock exchange regulator in Belgium, France, Italy, Portugal and Spain, and a review panel in the UK (the FRRP, for listed companies) and Sweden. Ibid.
- European Federation of Accountants, “Discussion Paper on Enforcement of IFRS within Europe”, April 2002.
- Institut der Wirtschaftsprüfer, Europäisches Qualitätskontroll- und Berufsaufsichtssystem für Abschlussprufer, 20 January 2003, www.idw.de.
- See A Levitt, “The World According to GAAP”, Financial Times, 1 May 2001.
- Harvey Pitt, speech given to Conference of the Institute of Chartered Accountants of England and Wales, Brussels, 10 October 2002, text available online at http://www.sec.gov/news/speech/spch589.htm.
- Financial Times, 30 January 2003.
- Le Monde, 11 September 2002.
- Weil, Gotshal & Manges LLP, “Comparative Study of Corporate Governance Codes Relevant to the European Union and Its Member States”, March 2002, available online at: http://europa.eu.int/comm/internal_market/en/company/company/news/corp-gov-codes-rptpart1_en.pdf.
- Report of the High Level Group of Company Law Experts on a Modern Regulatory Framework for Company Law in Europe, November 2002.
- European Commission, “Modernising Company Law and Enhancing Corporate Governance in the EU—A Plan to Move Forward”, 21 May 2003, COM (2003) 284 final.
- European Commission, “Reinforcing the Statutory Audit in the EU”, 21 May 2003.
- PR Newswire, Guide to European Disclosure (London, PR Newswire, 2002), researched by Richard Carpenter, see www.disclosureresource.com.
- Ibid.
Journal of Corporate Law Studies
Volume 3, 2003 - Issue 2