Uniform Prospectus Liability Rules for Europe

Abstract

In this contribution, we make the case for the introduction of uniform rules on liability for incorrect or incomplete prospectuses relating to financial instruments offered in the European Union (EU). We set out the reasons for such uniformisation, in particular the need to complete the Capital Markets Union, the insoluble conflict-of-laws problems created by prospectus liability, and the discriminatory treatment of investors resulting from the application of different national laws to the issue. We show that uniform rules are possible, drawing a parallel to the recently adopted Markets in Crypto-Assets Regulation (MiCAR) and other EU texts. We also demonstrate that the EU has the competence to adopt such rules, and that concerns about subsidiarity and proportionality are unfounded.