Commission Proposal on Prospectus Directive

30 May 2001



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The purpose of the proposed Directive is to harmonise requirements for the drawing up, scrutiny and distribution of the prospectus to be published when securities are offered to the public or admitted to trading.

The key features of the new system, based on the proposed Directive, are the following:

  • definition of clear conditions for offering securities to the public and for admission to trading;
  • harmonisation of the essential definitions in order to avoid loopholes and different approaches, thus ensuring a level playing field throughout the EU;
  • introduction of enhanced disclosure standards in line with international standards for public offer of securities and admission to trading;
  • introduction of the registration document system for issuers whose securities are admitted to trading on regulated markets in order to ensure a yearly update of the key information concerning the issuer;
  • possibility to offer or admit securities to trading on the basis of a simple notification of the prospectus approved by the home competent authority (single passport);
  • concentration of the responsibilities in the home administrative competence authority;

    For the proposed Prospectuses Directive all key rules, basic concepts and principles are laid down in the Directive. In addition, the Commission intends to adopt technical guidance and implementing measures in several specific areas after consulting Member States' representatives in a Securities Committee.

    These areas are:

  • Adaptation and updating of definitions and exemptions;
  • Definition of specific disclosure standards for prospectuses in accordance with international disclosure standards established by IOSCO (the International Organisation of Securities Commissions) for cross border offerings and initial listing;
  • Detailed technical rules and guidance on issues such as publication of prospectuses, advertising, approval of prospectuses, recognition of prospectuses submitted by third countries issuers.

    See also the Commission press release.


    © European Commission