On 28 October 2024, the European Securities and Markets Authority (ESMA), issued a consultation paper on draft technical advice under the Prospectus Regulation and a call for evidence (CfE) on prospectus liability.

Background

On 8 October 2024, the Council of the EU adopted the Listing Act, a legislative proposal intended to simplify the listing requirements to promote better access to public capital markets for EU companies, in particular SMEs, by reducing the administrative burden on companies that seek a listing or want to remain listed on a trading venue. The package comprised a regulation amending the Prospectus Regulation, Market Abuse Regulation, Markets in Financial Instruments Regulation and a directive amending the Markets in Financial Instruments Directive II and repealing the Listing Directive. Furthermore, it introduced a new directive on multiple vote share structures. The European Commission (Commission) expects that the bulk of the provisions of the Listing Act to enter into application in July 2026.

On 6 June 2024, ESMA received a request for technical advice from the Commission on a range of topics, and in relation to the Prospectus Regulation, on the following points:

  • The content and format of the full prospectus, including a building block of additional information to be included in prospectuses for non-equity securities offered to the public or admitted to trading on a regulated market that are advertised as taking into account ESG factors or pursuing ESG objectives.
  • The criteria for the scrutiny and the procedures for the approval of the prospectus, including proposed amendments to Commission Delegated Regulation 2019/9801 or ‘CDR on scrutiny and disclosure’.
  •  

This latest consultation paper focuses solely on ESMA’s advice relating to the delegated acts supplementing the Prospectus Regulation. The deadline for this technical advice is 30 April 2025. ESMA is also consulting on proposed changes to Commission Delegated Regulation 2019/9792 or ‘CDR on metadata’ concerning the update of the data for the classification of prospectuses.

Call for evidence

The Listing Act inserts a new Article 48(2a) into the Prospectus Regulation which asks the Commission to present a report on liability for information provided in securities prospectuses to the European Parliament and the Council of the EU by 31 December 2025. The Commission has asked ESMA to provide technical advice in this context. ESMA is launching the CfE to obtain feedback on the issue from market participants to respond to the Commission’s request.

Next steps

The deadline for comments on the consultation paper and the CfE is 31 December 2024.

ESMA will publish in Q2 2025 its final technical advice to the Commission in two separate final reports based on feedback received.