Regulating EU Capital Markets Union Volume II: Market Conduct and Corporate Disclosure in a European Code

The current framework of EU regulation concerning capital markets is complex and partly inconsistent in the way that it is applied in the various Member States. Through the Capital Markets Union (CMU) project the European Union is pursuing the goal of establishing a true single market for capital in Europe. Regulating EU Capital Markets Union: Market Conduct and Corporate Disclosure in a European Code is the second of a two-volume series proposing the codification of EU legislature as a way to establish this goal. This volume focuses on a reform of market abuse, short selling, corporate disclosure and public takeovers. In doing so, it considers the fact that financial markets law is now characterized by the idea of promoting sustainable investments. In addition, the book proposes to introduce union wide civil liability and to harmonise administrative sanctions. A higher degree of harmonisation will foster greater market integration and remove barriers to cross-border activity. A holistic codification follows the framework of Better Regulation, namely the principle of proportionality and of a comprehensive and coherent approach. The book proposes relief of regulatory burden for companies listed on regulated markets to incentivize growth companies to go public. Codification allows for a comprehensive approach, thus the consideration of all affected aspects. Furthermore, a codification fits into the objective of following a coherent approach- codification is consistent with the high-level and long-term policy objectives of the Capital Markets Union and the Savings and Investment Union.

1 - The Systematic Structure of Market Abuse Law and Corporate Disclosure in the European Capital Markets Code
2 - Reflections on the Difference Between Company Law and Capital Markets Law
3 - Protecting Legitimate Behaviour in the Market Abuse Regime
4 - Codifying the Prohibition to Disclose Inside Information
5 - Disclosure of Inside Information
6 - The Legal Framework for Managers' Transactions in the European Capital Markets Code
7 - Transaction-based Market Manipulation: Essence, Basic Concepts and the Role of Private Enforcement
8 - Information-Based Manipulation by Action and by Omission
9 - Principles-based Regulation in the United Kingdom - A Legal Transplant for the European Capital Markets Code?
10 - Foundations of Supervision and ESMA/NCA Powers in an ECMC
11 - Short Selling - Prohibition and Disclosure
12 - Disclosure and Financial Stability
13 - Governance of Issuers
14 - Prospectus Disclosure - Core Principles at the Example of Equity Prospectuses
15 - Prospectus Liability Under Civil Law
16 - Continuous Disclosure in the U.S. and Europe
17 - Current Event Reporting: Polish Experiences
18 - Integration in the European System of Secondary Market Disclosure
19 - EU Requirements for Disclosure of Major Holdings: Current State of Play and Possible Codification Improvements
20 - Disclosure for Financial Instruments - Current Situation and Perspective for the ECMC
21 - Harmonization of Core Issues of Public Takeover Law in the ECMC

Rüdiger Veil holds the chair for civil law and business law at Ludwig-Maximilians-University, Munich. He graduated at Humboldt University, Berlin in 1995 with a doctoral thesis on 'Conversion of a Stock Corporation'. In 2002, he obtained his habilitation at Humboldt University with a book on 'Inter-company Agreements'. Rüdiger Veil has published books on 'European Capital Markets Law' (3rd. edition 2022) and on 'The Law of Corporations' (6th. edition 2015) and more than 100 articles in top ranked journals and research handbooks. He has acted as an expert for the German, European, Chinese and Russian parliament on draft laws on corporate law and capital markets law. He was a member of the ESMA Securities and Markets Stakeholder Group (SMSG) from 2014 to 2018; from September 2016 to December 2018 he was the group's Chair. ESMA has appointed him as an Alternate Member of the ESA Joint Board of Appeal in 2021.