European Capital Markets Law

Veil, RüdigerRüdiger Veil holds the Chair for Civil Law and Business Law at Ludwig-Maximilians-Universität, Munich.

European capital markets law has developed rapidly in recent years. The former directives have been replaced by regulations and numerous implementing legal acts aimed at ensuring a level playing field across the EU. The financial crisis has given further impetus to the development of a European supervisory structure. This book systematises the European law and examines the underlying concepts from a broadly interdisciplinary perspective. National experiences in selected Member States - Austria, France, Germany, Italy, Spain, Sweden and the United Kingdom - are also explored.The first chapter deals with the foundations of capital markets law in Europe, the second explains the basics, and the third examines the regime on market abuse. Chapter four explores the disclosure system and chapter five the roles of intermediaries, such as financial analysts, rating agencies and proxy advisers. Short selling and high frequency trading is described in chapter six. Chapter seven deals with financial services and chapter eight explains compliance and corporate governance in investment firms. Chapter nine illustrates the regulation of benchmarks. Finally, chapter ten deals with public takeovers. Throughout the book emphasis is placed on legal practice, and frequent reference is made to the key decisions of supervisory authorities and courts.

SUMMARY CONTENTS1Foundations of Capital Markets Legislature in Europe 1. History
2. Concept and Aims of Capital Markets Regulation
3. Legislative Powers for Regulating Capital Markets in Europe
4. Process and Strategies of Capital Markets Regulation in Europe
5. Sources of Law and Principles of Interpretation
6. Dogmatics and Interdisciplinarity 2Basics of Capital Markets Law
7. Capital Markets
8. Financial Instruments
9. Market Participants
10. Access to the Markets and Market Exit
11. Capital Markets Supervision in Europe
12. Sanctions3Market Integrity
13. Foundations
14. Insider Dealing
15. Market Manipulation 4Disclosure System
16. Foundations
17. Prospectus Disclosure
18. Periodic Disclosure
19. Disclosure of Inside Information viii Summary Contents
20. Disclosure of Major Holdings
21. Directors' Dealings
22. Access to Information
23. Disclosure of Corporate Governance Issues 5Trading Activities
24. Short Sales and Credit Default Swaps
25. Algorithmic Trading and High-Frequency Trading 6Intermediaries
26. Financial Analysts
27. Rating Agencies
28. Proxy Advisors 7Financial Services
29. Foundations
30. Product Governance and Product Intervention
31. Investment Advisory Services 8Organisational Requirements for Investment Firms
32. Compliance (Foundations)
33. Compliance (Organisational Requirements)
34. Corporate Governance 9Regulation of Benchmarks
35. Foundations
36. Market Supervision and Organisational Requirements 10Takeover Law
37. Foundations
38. Public Takeovers
39. Disclosure of Defensive Structures and Mechanisms
40. Mandatory Bid 11Conclusion
41. Review and Outlook