Prospectus Directive and Transparency Directive

Topic Guides

This guide gives links to key source material of the Prospectus Regulation, Prospectus Directive and Transparency Directive and contains links to Clifford Chance briefings and presentations.

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.

Clifford Chance contacts

Yolanda Azanza (Madrid)	Antonio Henriquez (Madrid)
Daniel Badea (Bucharest)	Christian Kremer (Luxembourg)
Cedric Burford (Paris)	Julia Machin (London)
Andrew Coats (London)	Sebastian Maerker (Frankfurt)
Lounia Czupper (London)	Habib Motani (London)
Paul Deakins (London)	Grzegorz Namiotkiewicz (Warsaw)
David Dunnigan (London)	Reiko Sakimura (Tokyo)
Filippo Emanuele (Milan)	Simon Sinclair (London)
Gregor Evenkamp (Frankfurt)	Jessica Walker (London)
Matt Fairclough (Hong Kong)