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1.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
The EU Prospectus Directive1 (the ‘PD’) was introducedin late 2003 amid a flurry of optimism and . . . [Full Text of this Article]
2. The Prospectus Directive
3. Different implementation across the EEA
4. Mismatch between law and market practice—Retail cascades
(a) Use of programmes (b) Derogation
5. Liability
6. Final terms or supplements?
7. Passporting
8. Impact of other laws
Unfair contracts Financial promotion Advertising regime
9. Conclusion
相似文献
- When the EU Prospectus Directive was introduced inlate 2003, there was great optimism that it would finally leadto the long awaited pan-EEA retail capital market.
- This articleasks whether the Directive has achieved this result and looks,in particular, at the disclosure regime relating to the admissionof debt securities to EEA-regulated markets and the public offeringof such securities in the EEA.
- A number of impediments to thecross-border retail market, that are completely separate fromdisclosure, are examined.
- In conclusion, the article discusseswhether, in fact, expectations for the Prospectus Directivein this area were set too high and could never be met and looksat what more needs to be done in order to achieve the goal ofa single retail debt market in the EEA.
2.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
. . . [Full Text of this Article]
2. Overview of the case
The facts The decision The ratio Appeals
3. Significance of the case
4. Nature of appropriation
Nature of security interest Contrast title transfer collateral arrangements Meaning of appropriation The issue in the case
5. Indirectly held securities
6. The Financial Collateral Directive regime
7. Interpretation of UK provisions implementing EU legislation
8. Doctrine versus pragmatism
相似文献
- The recent decision of the High Court of the BritishVirgin Islands in Alfa v Cukurova has caused a stir among lawyersserving the international financial markets based in London.
- Thedecision concerns the meaning of ‘appropriation’.Appropriation is a new remedy for collateral takers introducedby the Financial Collateral Arrangements (No. 2) Regulations2003, which implement the Financial Collateral Directive.
- Thedecision holds that effective appropriation requires the collateraltaker to take over from the collateral giver the ability todeal with the collateral as its own.
- In Cukurova, where anequitable mortgage was taken over directly held shares, thisrequired that the collateral taker become the registered ownerof the shares.
- The decision was appealed to the BVI Court ofAppeal in late January 2008 and may go further. In the meantime,this article provides an overview of the decision and considersits wider significance.
3.
du Vignaux Hubert; Gouzard Camille; Gehringer Axel; Byers David; Cuccia Stefano; Wagner Henri; Zijp Petra; Cuenca Jose Manuel; Azanza Yolanda; Bushner Daniel; Parry Jonathan 《Capital Markets Law Journal》2006,1(1):89-112
4.
The first 150 words of the full text of this article appear below. Key points. . . [Full Text of this Article]
1. Sector coverage
2. Allocation
3. Treatment of new entrants
4. Installation closure
5. Auctioning
6. Trading
7. The Kyoto Protocol
8. Linking to the Kyoto Mechanisms
9. Buying from clean development and joint implementation projects
CDM projects JI projects
10. The primary market
11. The secondary market
12. Existing documentation for trading EUAs
13. Deliverability issues for Kyoto Credits
14. Eligibility requirements for emissions trading
15. The International Transaction Log
16. Commitment period reserves
17. The impact on secondary trading documentation
18. The voluntary market for CERs
19. The future for emissions trading
相似文献
- The EU ETS will undergo a number of changes consequentupon the commencement of the first Kyoto Commitment Period on1 January 2008.
- This article considers the existing EU ETSframework and also the key developments that are anticipatedin the European emissions market for 2008–2012.
- A secondarymarket for trading EUAs has already developed and this market,together with the standard-form documentation used, is discussed.
- Inconclusion, the article questions the future of emissions tradingin Europe—particularly after the current Kyoto targetsexpire in 2012.
5.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
2. Risk-based regulation
3. Principles-based regulation
The move towards more principles-based regulation The enforcement implications of principles-based regulation
4. Self-regulation and market discipline
5. The allocation of responsibility for regulatory contraventions
6. Public and private enforcement
Public enforcement Private enforcement
7. Settlement and sanctions
Sanctions: the statutory options Settlements: process and incentives Procedural complications
8. Synthesis and speculation
9. Conclusions
相似文献
- Formal enforcement action is a relatively rare occurrencewithin the UK capital markets regulatory framework. This characteristicdistinguishes the UK from the US, where there is a more intensefocus on enforcement, both public and private.
- Several featuresof the UK regulatory system contribute towards a low incidenceof enforcement. Some of these features are embedded in the statutoryframework, but the FSA has played a key role in the developmentof enforcement policy, while the continuing presence of self-regulationin the form of the Combined Code has also played a part.
- Thefocus on risk-based regulation in the UK has been a major influencefor enforcement policy. The move to more principles-based regulationhas also been a factor but one that is more difficult to interpret.If it is correct to assume that principles-based regulationdoes not affect the intensity of regulation, then the effecton the
. . . [Full Text of this Article]
6.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
2. The regime preceding the PD: the Public Offer Directive
3. The Prospectus Directive
4. Retail cascades in Germany
The legislative history of Section 3 (1) WpPG Non-conforming transposition? Discussion Validity of prospectus, supplements to the prospectus and publication of inside information Prospectus liability Annex V.5 of the Regulation Debt issuance programmes in particular
5. A model for a revision of the PD?
相似文献
- The EU Prospectus Directive (the ‘PD’),as implemented in several EEA member states, including the UnitedKingdom, and the Regulation accompanying the PD (the ‘Regulation’)render difficult or even inhibit public offers of debt securitiesto retail investors.
- Market participants and their advisors,trade associations such as the International Capital MarketAssociation (‘ICMA’), as well as the United KingdomListing Authority (‘UKLA’) and the Committee ofEuropean Securities Regulators (‘CESR’) have beendealing with the issues. UKLA and ICMA have come forward byproposing a solution regarding the information requirementsof Annex V.5 of the Regulation. The proposal is to utilize Article23.4 of the Regulation allowing information required by theRegulation to be omitted if the information is not pertinentto the offer. CESR may take a wider approach. It has indicatedits willingness to assess whether further Level 2 work is appropriateand legislative action will
. . . [Full Text of this Article]
7.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
The Asian and Russian financial crises in 1998 and the Argentineeconomic crisis of 2001 and the claims brought against some. . . [Full Text of this Article]
2. Development of international law on capital transfers
3. Analysis of capital transfer restrictions under modern investment treaties
Main approaches on capital transfers under investment treaties Application of the doctrine of necessity under international law to capital transfer measures Capital transfer restriction measures and indirect expropriation Other investment obligations, in particular fair and equitable treatment Transparency and the protection of legitimate expectations Freedom from coercion and harassment Procedural propriety Protection against arbitrariness: discrimination and ‘national treatment’ Good faith
4. Remedies and compensation
5. Conclusion
相似文献
- Capital liberalization was the norm of internationaleconomic relations until the Economic Depression of the 1930swhen exchange restrictions became an important instrument ofeconomic policy of many countries.
- The IMF Articles of Agreementwere the outcome of efforts by several countries to providean acceptable international legal framework that would minimizethe negative impact of exchange restrictions while at the sametime preserving the right of Member States to impose exchangerestrictions when faced with balance-of-payment problems.
- Thatposition is to a large extent maintained by most modern investmenttreaties although subject to heightened scrutiny by internationalarbitral tribunals under the disciplines of expropriation, nationaltreatment and fair and equitable treatment standards among othersin order to protect investors’ interests whilst safeguardinghost states, regulatory autonomy.
8.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
2. Overview—Status of EU rules, Member States’ implementation and timing
Status of EU rules Implementation in Member States Timing
3. Periodic financial reporting
Overview of periodic reporting requirements under the Transparency Directive Content of annual reports and half-yearly reports and responsibility statements Content of management reports Standards remain below those for an operating and financial review Major related party transactions subject to high materiality threshold Language regime Implementation in Germany—a variety of super-equivalent measures were successfully opposed by the market Implementation in the United Kingdom—certain super-equivalent provisions were supported by the market Interim management statements—a new form of quarterly reporting with uncertain content? Responsibility and liability
4. Information about major shareholdings
New notification requirements under the Transparency Directive Exemptions The UK example—super-equivalent rules for UK issuers and minimum standards for others The German example—new super-equivalent 3 percent threshold for all issuers
5. Consequences for non-EEA issuers
GAAP equivalence Equivalence with respect to periodic reporting and shareholder notifications
6. Dissemination and storage of regulated information
New EU rules Implementation in the United Kingdom and Germany Central storage—moving towards a European filing system?
7. Transparency and Prospectus Directives as a system of integrated disclosure?
8. Conclusion
相似文献
- The Transparency Directive, which had to be implementedin the Member States of the European Economic Area (EEA) by20 January 2007, seeks to enhance transparency in European capitalmarkets by setting new minimum standards for periodic reportsand notifications of major holdings of voting rights. New ruleson dissemination and central storage of regulated informationwill also contribute to more transparency and drive harmonizationof disclosure practices in the longer term.
- Due to the minimumharmonization approach of the Transparency Directive, therewill be an array of different super-equivalent measures adoptedby Member States,1 creating a complex picture across Europeanjurisdictions. The article discusses the types of issues thatnational regulators and legislators considered when implementingthe Transparency Directive into national law by looking at theUK and German examples.
- The article also discusses the consequencesof implementation of the Transparency Directive for non-EEAissuers, both in
. . . [Full Text of this Article]
9.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
2. Reports under the Transparency Obligations Directive
3. Liability for disclosure under English law
4. What went wrong?
5. Making the logical connections
6. Achieving the right threshold for liability
7. The importance of consistency in liability for market disclosures
- This article explains why the recent TransparencyDirective led to an unintended change in law in the United Kingdomrelating to liability for annual and other reports by listedcompanies. The change was the result of a misunderstanding ofthe fact that the expressed or implied purpose of disclosurecan act as a trigger for liability in negligence. The articleargues that new disclosure requirements should always be reviewedin the light of the liability that will be imposed on thoseresponsible for the disclosure, so that costs and benefits canbe correctly balanced and prompt, reliable and relevant disclosurewill be encouraged.
- The new liability regime for reports inthe United Kingdom is considered and it is argued that the regimeshould logically be extended beyond company reports to the fullrange of disclosures required of companies that are admittedto regulated markets.
- The article concludes by
. . . [Full Text of this Article]