Cross-border Offers of Securities in the EU: The Standard Life Flotation

Ferran Eilís
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Ferran Eilís: University of Cambridge.

European Company and Financial Law Review, 2007, vol. 4, issue 4, 461-490

Abstract: This article reviews the use in the flotation of Standard Life plc of the prospectus passport for cross-border offers of securities within the EU that was introduced by the Prospectus Directive (2003). The Standard Life flotation was a major test for the new law on prospectuses and, overall, it came through it well. The prospectus was approved in the UK and the passport mechanism worked smoothly in facilitating the offer of securities into Ireland, Germany and Austria. The Standard Life transaction suggests that national regulatory agencies are willing to make the regime work effectively and to find pragmatic, case-by-case solutions where experience reveals shortcomings in its design. The Committee of European Securities Regulators (CESR) has also played a constructive role.The article notes that simplification of the passporting regime does not extend as far as civil liability, which remains a complex area. This leads into a broader discussion of the role of private enforcement and its interrelationship with public enforcement in the European context. These are particularly hard questions to address from a European perspective because of the nationally fragmented nature of the mechanisms of both public and private enforcement. The article's review of (the lack of) modern British cases on civil liability to investors for prospectus or other disclosures supports the view that levels of private enforcement in Europe are low but the article cautions against attaching too much significance to this finding.

Date: 2007
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DOI: 10.1515/ECFR.2007.024

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