Prospectus regulation is one of the core pillars of European securities regulation. The seeds of the prospectus regime, as we know it today, were sown by the Financial Services Action Plan and the Risk Capital Action Plan which foresaw many other measures that are nowadays pillars of the EU securities and financial markets framework. In 2003, the call to modernise the ‘Directives on prospectuses’ led to the adoption of a single directive, the Prospectus Directive (‘PD’). As a Lamfalussy directive, it was given flesh by implementing legislation and, in time, by soft-law measures. Together, these measures put in place a more comprehensive regime of rules and disclosure requirements that apply to persons who wish to make a public offer or seek admission of securities to trading on a regulated market in the EU.

This book examines the prospectus disclosure regime and the institutional choices that underpin it. The PD was designed to succeed where earlier directives had failed. A new, improved, mutual recognition system – the so-called ‘single passport’ system – was fashioned to facilitate cross-border capital raising. A more aggressive form of ‘maximum harmonisation’ was supposed to bring about uniformity and, thereby, greater consolidation of rule-making competence at EU level. Since 2003, the regime and the institutional framework that governs it have developed.