Required reading

Directors' transactions with the company

1. D:Kodex, paras. 4, 5

2. UK: FSA Listing Rules, Rule 11

3. US: Securities Exchange Act of 1934, § 13(k); Regulation S-K, Items 402–404

Composition of the board: audit committees and independent directors

1. D:Kodex, para. 5.3.2

2. UK: Combined Code, A.3, D.2–D.3

3. US: Exchange Act, §§ 3(a)(58) and 10A(m); SEC Release on “Standards Relating to Listed Company Audit Committees,” pp. 18790–18796

Directors' dealings in the company's securities

1. D: WpHG, § 15a

2. UK: FSA Listing Rules, Rule 9, Annex, 4–11

3. US: Exchange Act, § 16

Prohibiting insider dealing

1. EU: Market Abuse Directive

2. D: WpHG, §§ 12–14, 21–29

3. UK: FSA Disclosure and Transparency Rules, Rule 2; Criminal Justice Act 1993, secs. 52–64

4. US: Exchange Act, §§ 10(b), 14(e); Rules 10b-5, 10b5-1, 14e-3

Why regulation changes for listed companies

What it means to “list” on a securities exchange

When a company places its securities for sale on an organized market, this is often referred to as an “initial public offering” (IPO), but the term is incomplete. An IPO is a public offering of the company's stock, but a listing on a securities exchange is a separate matter. The two go together because a primary offering of shares to the public is made much more attractive by the availability of a secondary market for those shares. One purpose of a securities exchange is to provide such a secondary market.