Introduction

1. The Financial Services Authority (‘FSA’) is the United Kingdom's regulatory authority for the financial services industry and wields statutory powers under the Financial Services and Markets Act 2000 (‘FSMA’) to make rules, policy and codes and to issue guidance to regulated firms. Most of this guidance is contained in the thirty-five-volume FSA Handbook of Rules and Guidance (‘FSA Handbook’), comprised of sourcebooks, manuals and other high-level standards applicable to all firms authorised by the FSA. The FSA exercises its functions in conjunction with HM Treasury, which is responsible in this regard for implementing the necessary legislative changes required to transpose the Prospectus Directive (‘Prospectus Directive’) into national law.

2. In the UK, transposition of Community legislation on financial services is usually carried out by a combination of amendments proposed by the government to primary or secondary legislation and by the FSA to its Handbook. The Treasury and the FSA have noted that the Prospectus Directive calls for ‘maximum harmonisation’ for the most part and, as a result, the Member States have relatively little leeway in implementing it.

Implementation of the Prospectus Directive in the UK has been achieved by:

1. Amendments to Part VI of FSMA on the powers and responsibilities of the FSA and the requirements for the listing of securities that appear on the Official List;

2. The Prospectus Regulations 2005 (‘Prospectus Regulations 2005’) have amended FSMA by setting out, amongst other things, the basic circumstances under which a prospectus is required;

3. The introduction of new FSA rules and guidance;

4. […]