On 4 March 2021, the European Securities and Markets Authority (ESMA) published guidelines that are based on Article 20(12) of the Prospectus Regulation and Article 16(1) of the ESMA Regulation. The guidelines apply to Member State competent authorities and market participants and are intended to establish consistent, efficient and effective supervisory practices among Member State competent authorities when assessing the completeness, comprehensibility and consistency of information in prospectuses as well as to ensure the common, uniform and consistent application of the disclosure requirements set out in Commission Delegated Regulation (EU) 2019/980 of 14 March 2019.
Among other things ESMA recommends that issuers involve financial reporting experts in order to ensure that the financial information in prospectuses satisfies the requirements set out in the guidelines, as well as the general obligation in Article 6(1) of the Prospectus Regulation to ensure that the prospectus contains the information necessary for investors to make an informed assessment of the assets and liabilities, profits and losses, financial position, and prospects of the issuer and of any guarantor. Likewise, Member State competent authorities should ensure that their supervisors are familiar with the contents of the guidelines and that expertise in financial reporting is available to deal with issues that arise when applying the guidelines.
The guidelines apply from two months after the date of their publication on ESMA’s website in all official languages of the EU.