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24 November 2010

Frequently asked questions regarding Prospectuses: common positions agreed by CESR members 12th updated version

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As a result of the Directive and Regulation, the scope for interaction between competent authorities has increased because of the passport. It is therefore essential that supervisors achieve convergence across the EU in their approach to handling the day-to-day implementation of this legislation.

 CESR has developed, at the request of market participants, a number of clarifications which may prove useful to market participants.

The consolidated ‘Q and A’ publication (Ref.CESR/10-1337) which is intended to provide market participants with responses in a quick and efficient manner, to ‘everyday’ questions which are commonly posed to the CESR secretariat or CESR Members. CESR responses do not contain standards, guidelines or recommendations, and therefore no prior consultation process has been followed. It is CESR’s intention to operate in a way that will enable its Members to react quickly and efficiently if any aspect of the common positions published need to be modified or the responses clarified further. The views of the Commission Services on some of the issues discussed were sought.
However, the Commission Services note that only the European Court of Justice can give a legally binding interpretation of provisions of EU legislation. Moreover, the views expressed in the paper do not bind the European Commission as an institution, and the Commission would be entitled to take a position different to that set out in this ‘Q and A’ guide in any future judicial proceedings concerning the relevant provisions.

The Prospectus Directive 2003/71/EC and the Commission’s Regulation on Prospectuses (EC 809/2004) became effective on 1 July 2005. The Prospectus Directive and accompanying Regulation establishes a harmonised format for Prospectus in Europe and allows companies to use this Prospectus to list on all European markets without having to re-apply for approval from the local regulator and by doing so, it is intended to help companies avoid the inherent delays and cost that this may involve. As a result of this new legislation, consumers can also be assured of more consistent and standardised information which will enable them to compare more effectively the various securities offers available from a wider number of European companies.

Full paper

© CESR - Committee of European Securities Regulators

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