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Transparency of major holdings was high up on the agenda of the European legislator from early
on, and these provisions are to be reformed. On 25 October 2011 the European Commission
published a proposal for a Directive amending the Transparency Directive. The primary aim is
to introduce extended disclosure obligations for the holders of financial instruments.The Commission further aims to enhance the sanctioning powers of the competent authorities,
making the system more effective. This paper analyses the draft and puts it in context.

"This edited collection explores transparency as a key regulatory strategy in European business law. It examines the rationales, limitations and further perspectives on transparency that have emerged in various areas of European law including corporate, capital markets and accounting, as well as other areas of law relevant for European (listed) stock corporations. This book presents a clear and accurate picture of the recent reforms in the European transparency regime. In doing so, it endorses a multidimensional notion of transparency, highlighting the need for careful consideration and contextualisation of the transparency phenomenon. In addition, the book considers relevant enforcement mechanisms and discusses the implications of disparate enforcement concepts in European law from the perspective of both private and public law. Written by a team of distinguished contributors, the collection offers a comprehensive analysis of the European transparency regime by discussing the fundamentals of transparency, the role disclosure has in European business law, and related enforcement questions"--

Abstract

Efficient capital markets improve the financing options for corporations and enhance the efficiency of the real economy. A single market for capital for European Member States boosts these macroeconomic benefits. This is the basic idea of the Capital Markets Union (CMU). With the Targeted Consultation on the Listing Act, the European Commission aims to further develop the CMU and strengthen European capital markets. The Consultation focuses, among other things, on the attractiveness of European capital markets (especially for SMEs), the efficient design of disclosure on the primary and secondary markets, and enforcement. We welcome the European Commission's initiative and consider it useful to capture the prevailing opinion of market participants on European capital markets law being in need of reform. However, more courageous, and balanced steps are needed to further develop the CMU in an effective and meaningful way. The European legislator can do more to overcome fragmentation of Member States' capital markets (e. g. establishing a 'Single European Market' as an optional '28th regime'). Furthermore, we consider how the regulation of European capital markets law can help to facilitate capital market-based financing in the European Union. To that end, we address key regulatory issues of primary markets law as well as the regulation of insider trading and ad hoc disclosure. Finally, the Consultation is an opportunity to discuss the issue of capital markets law enforcement from a holistic perspective. The time is ripe for a European discussion on a coherent and efficient enforcement concept.