European Commission Adopts Draft Regulation on the Format, Content, Scrutiny and Approval of a Prospectus

The European Commission has adopted a draft Delegated Regulation on the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market. The draft Delegated Regulation is based on the technical advice provided to the Commission by the European Securities and Markets Authority in April 2018. The draft Regulation will repeal the existing Implementing Regulation under the existing Prospectus Directive (which will be finally repealed in July 2019) on the form and content of prospectuses. It will supplement the requirements in the Prospectus Regulation on: (i) the review, approval and filing of the universal registration document and any amendments; (ii) the conditions under which the status of frequent issuer is lost; (iii) the format of the prospectus, the base prospectus and the final terms; (iv) the specific information to be included in a prospectus, the minimum information to be included in the universal registration document and the reduced information to be included under the simplified disclosure regime for secondary issuances; (v) the reduced content, standardized format and the sequence of the EU Growth prospectus; (vi) the reduced content and standardized format of the specific summary; and (vii) the review and approval of prospectuses by national regulators.

Certain provisions of the Prospectus Regulation took effect directly across the EU on July 20, 2017 and on July 21, 2018 and the remainder of its provisions take effect on July 21, 2019.

The draft Regulation will enter into force twenty days after it is published in the Official Journal of the European Union. It will apply directly across the EU from July 21, 2019.

View the draft Delegated Regulation.

View the annexes to the draft Delegated Regulation. 

View details of ESMA's technical advice.

Return to main website.