European Securities and Markets Authority Launches Consultation on Disclosure Guidelines Under EU Prospectus Regulation

The European Securities and Markets Authority has launched a consultation on its proposed guidelines on compliance with disclosure requirements under the new EU Prospectus Regulation. The Consultation Paper may be of particular interest to investors, issuers, offerors or persons asking for admission to trading on a regulated market and any market participant who is affected by the new Prospectus Regulation. Responses to the consultation should be submitted by October 4, 2019. ESMA intends to publish a final summary of all consultation responses and a final version of the guidelines in Q2 2020.
 
The existing guidance on disclosure requirements is based on recommendations produced by ESMA's predecessor, the Committee of European Securities Regulators. The guidance has not been updated since 2013, is not subject to the "comply or explain" mechanism applicable to ESMA guidelines issued under the ESMA Regulation and was not produced in contemplation of the new EU Prospectus Regulation. ESMA has therefore decided to issue updated guidelines, taking into account the new EU Prospectus Regulation, the final provisions of which will take effect on July 21, 2019.
 
ESMA's proposed guidelines aim to ensure that market participants have a consistent understanding of the disclosure requirements under the EU Prospectus Regulation. The guidelines refer to specific provisions of the EU Prospectus Regulation, for instance those governing operating and financial review, capital resources, profit forecasts and estimates and historical financial information, and offer guidance on how market participants should comply. The draft guidelines are addressed to both financial market participants and national regulators, helping to ensure disclosure is assessed correctly at the national level. Within two months of publication of the guidelines on ESMA's website, national regulators will need to notify ESMA whether or not they have complied with the guidelines by incorporating them into national legal and/or supervisory frameworks and, if not, explain why. Financial market participants are not required to report whether they comply with the guidelines.
 
View ESMA's Consultation Paper.
 
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