Regulating EU Capital Markets Union Volume II: Market Conduct and Corporate Disclosure in a European Code

by Veil, Rüdiger

• ISBN13: 9780192882691
• ISBN10: 0192882694
• eBook ISBN(s): 9780192882707
• Format: Hardcover
• Copyright: 2025-09-19
• Publisher: Oxford University Press

Summary

The current framework of EU regulation concerning capital markets is complex and partly inconsistent in the way that it is applied in the various Member States. Through the Capital Markets Union (CMU) project the European Union is pursuing the goal of establishing a true single market for capital in Europe. Regulating EU Capital Markets Union: Market Conduct and Corporate Disclosure in a European Code is the second of a two-volume series proposing the codification of EU legislature as a way to establish this goal.
This volume focuses on a reform of market abuse, short selling, corporate disclosure and public takeovers. In doing so, it considers the fact that financial markets law is now characterized by the idea of promoting sustainable investments. In addition, the book proposes to introduce union wide civil liability and to harmonise administrative sanctions. A higher degree of harmonisation will foster greater market integration and remove barriers to cross-border activity.
A holistic codification follows the framework of Better Regulation, namely the principle of proportionality and of a comprehensive and coherent approach. The book proposes relief of regulatory burden for companies listed on regulated markets to incentivize growth companies to go public. Codification allows for a comprehensive approach, thus the consideration of all affected aspects. Furthermore, a codification fits into the objective of following a coherent approach- codification is consistent with the high-level and long-term policy objectives of the Capital Markets Union and the Savings and Investment Union.

Table of Contents

1. The Systematic Structure of Market Abuse Law and Corporate Disclosure in the European Capital Markets Code, Rüdiger Veil2. Reflections on the Difference Between Company Law and Capital Markets Law, Jesper Lau Hansen3. Protecting Legitimate Behaviour in the Market Abuse Regime, Jennifer Payne4. Codifying the Prohibition to Disclose Inside Information, Morten Kinander5. Disclosure of Inside Information, Matteo Gargantini and Carmine Di Noia6. The Legal Framework for Managers' Transactions in the European Capital Markets Code, Jacek Dybiski & Krzysztof Oplustil7. Transaction-based Market Manipulation: Essence, Basic Concepts and the Role of Private Enforcement, Rüdiger Veil & Azur Coulmas8. Information-Based Manipulation by Action and by Omission, Vassilios D. Tountopoulos9. Principles-based Regulation in the United Kingdom - A Legal Transplant for the European Capital Markets Code?, Carina Gabriella Schwarz10. Foundations of Supervision and ESMA/NCA Powers in an ECMC, Jörn Axel Kämmerer11. Short Selling - Prohibition and Disclosure, Dörte Poelzig12. Disclosure and Financial Stability, Jacek Jastrzebski13. Governance of Issuers, Claudia Sandei14. Prospectus Disclosure - Core Principles at the Example of Equity Prospectuses, Sara Pietra Rossi & Giovanni Strampelli15. Prospectus Liability Under Civil Law, Mathias Habersack16. Continuous Disclosure in the U.S. and Europe, Marc Wiesner17. Current Event Reporting: Polish Experiences, Jacek Jastrzebski18. Integration in the European System of Secondary Market Disclosure, Chiara Mosca19. EU Requirements for Disclosure of Major Holdings: Current State of Play and Possible Codification Improvements, Alain Pietrancosta20. Disclosure for Financial Instruments - Current Situation and Perspective for the ECMC, Matthias Casper21. Harmonization of Core Issues of Public Takeover Law in the ECMC, Andrés Recalde Castells & Martin Winner