Disclosure and Enforcement under the EU Listing Act

Efficient capital markets improve the financing options for corporations and enhance the efficiency of the real economy. A single market for capital for European Member States boosts these macroeconomic benefits. This is the basic idea of the Capital Markets Union (CMU). With the Targeted Consultation on the Listing Act, the European Commission aims to further develop the CMU and strengthen European capital markets. The Consultation focuses, among other things, on the attractiveness of European capital markets (especially for SMEs), the efficient design of disclosure on the primary and secondary markets, and enforcement. We welcome the European Commission’s initiative and consider it useful to capture the prevailing opinion of market participants on European capital markets law being in need of reform. However, more courageous, and balanced steps are needed to further develop the CMU in an effective and meaningful way. The European legislator can do more to overcome fragmentation of Member States’ capital markets (e. g. establishing a ‘Single European Market’ as an optional ‘28th regime’). Furthermore, we consider how the regulation of European capital markets law can help to facilitate capital market-based financing in the European Union. To that end, we address key regulatory issues of primary markets law as well as the regulation of insider trading and ad hoc disclosure. Finally, the Consultation is an opportunity to discuss the issue of capital markets law enforcement from a holistic perspective. The time is ripe for a European discussion on a coherent and efficient enforcement concept.