Inside this Topic Guide
Topic overview and current status
There is a standardised regime governing securities prospectuses across the European Economic Area (EEA). An issuer or offeror of securities must prepare a prospectus where an offer is made to the public in the EEA or an application is made for securities to be admitted to trading on an EEA regulated market.
Until 21 July 2019, the regime was provided by Prospective Directive (2003/71/EC) and underlying legislation. From 21 July 2019, the Prospective Directive regime was replaced in full by Regulation (EU) 2017/1129 and underlying legislation - commonly referred to as "PD3" - although the Prospectus Directive regime will continue to be relevant to certain "grandfathered" prospectuses.
The Transparency Directive places on-going disclosure obligations on issuers, once listed on an EEA regulated market.
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New Prospectus Regulation Regime
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Old Prospective Directive (PD) Regime
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Transparency Directive
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Jurisdiction comparisons - liability regimes and equivalence
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Clifford Chance briefings
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