Implementation of the Transparency Directive--room for variations across the EEA |
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| Authors: | Fischer-Appelt Dorothee |
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| Institution: | *Dorothee Fischer-Appelt is a partner at Gibson Dunn & Crutcher LLP in London. |
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| Abstract: | The first 150 words of the full text of this article appear below. Key points- 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]
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1. Introduction
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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?
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8. Conclusion
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