Prospectus Directive and Prospectus Rules: recent developments

EU Commission review of Prospectus Directive (PD3)

On 30 November 2015, the European Commission published a legislative proposal for a new Prospectus Regulation which is intended to repeal and replace the Prospectus Directive (PD3). The proposal forms part of the EU Commission’s Action Plan on Building a Capital Markets Union, published on 30 September 2015.

The Council of the European Union (the Council) published its negotiating position in the form of a draft regulation regarding the proposed amendments to the Prospectus Directive in June 2016. The European Parliament adopted its Report on the Prospectus Regulation in the form of a draft regulation amending the proposal on 15 September 2016.

On 08 December 2016, the European Commission published a press release confirming that the EU Parliament, the Council and the Commission have reached agreement on the text of a new EU Prospectus Regulation. The EU Council has also issued a similar press release.

On 20 December 2016, the Council issued a Press Release stating that the Permanent Representatives Committee has approved, on behalf of the Council, an agreement with the European Parliament on the Prospectus Regulation. The Parliament is now expected to approve the Regulation at first reading. The text will then be submitted to the Council for adoption.

ESMA issues updated Q&A on Prospectus Directive

On 20 December 2016, ESMA published an updated version of its Q&As on the Prospectus Directive. This includes one new question and answer concerning the application of the ESMA Guidelines on Alternative Performance Measures to prospectuses.

Potential impact

See the following articles:

New Prospectus Regulation text agreement announced by EU Commission
CMU: European Parliament adopts report on Prospectus Regulation
CMU: Council publishes Prospectus Regulation (PD3) negotiating position

More information

See our Prospectus Directive online resource and Capital Markets Union knowledge centre.