European Capital Markets Law

European capital markets law has developed rapidly in recent years. The former directives have been replaced by regulations and numerous implementing legal acts aimed at ensuring a level playing field across the EU. The financial crisis has given further impetus to the development of a European supervisory structure. This book systematises the European law and examines the underlying concepts from a broadly interdisciplinary perspective. National experiences in selected Member States - Austria, France, Germany, Italy, Spain, Sweden and the United Kingdom - are also explored. The first chapter deals with the foundations of capital markets law in Europe, the second explains the basics, and the third examines the regime on market abuse. Chapter four explores the disclosure system and chapter five the roles of intermediaries, such as financial analysts, rating agencies and proxy advisers. Short selling and high frequency trading is described in chapter six. Chapter seven deals with financial services and chapter eight explains compliance and corporate governance in investment firms. Chapter nine illustrates the regulation of benchmarks. Finally, chapter ten deals with public takeovers. Throughout the book emphasis is placed on legal practice, and frequent reference is made to the key decisions of supervisory authorities and courts.

SUMMARY CONTENTS 1 Foundations of Capital Markets Legislature in Europe 1. History 2. Concept and Aims of Capital Markets Regulation 3. Legislative Powers for Regulating Capital Markets in Europe 4. Process and Strategies of Capital Markets Regulation in Europe 5. Sources of Law and Principles of Interpretation 6. Dogmatics and Interdisciplinarity 2 Basics of Capital Markets Law 7. Capital Markets 8. Financial Instruments 9. Market Participants 10. Access to the Markets and Market Exit 11. Capital Markets Supervision in Europe 12. Sanctions 3 Market Integrity 13. Foundations 14. Insider Dealing 15. Market Manipulation 4 Disclosure System 16. Foundations 17. Prospectus Disclosure 18. Periodic Disclosure 19. Disclosure of Inside Information viii Summary Contents 20. Disclosure of Major Holdings 21. Directors' Dealings 22. Access to Information 23. Disclosure of Corporate Governance Issues 5 Trading Activities 24. Short Sales and Credit Default Swaps 25. Algorithmic Trading and High-Frequency Trading 6 Intermediaries 26. Financial Analysts 27. Rating Agencies 28. Proxy Advisors 7 Financial Services 29. Foundations 30. Product Governance and Product Intervention 31. Investment Advisory Services 8 Organisational Requirements for Investment Firms 32. Compliance (Foundations) 33. Compliance (Organisational Requirements) 34. Corporate Governance 9 Regulation of Benchmarks 35. Foundations 36. Market Supervision and Organisational Requirements 10 Takeover Law 37. Foundations 38. Public Takeovers 39. Disclosure of Defensive Structures and Mechanisms 40. Mandatory Bid 11 Conclusion 41. Review and Outlook