The German Banking Industry Committee (GBIC) has commented on two consultation papers published by ESMA in Q4 2024 which prepare ESMA input to updating Level 2 of the EU’s securities prospectus framework, as well as ESMA Technical Advice regarding a harmonisation of the prospectus liability rules in EU Member States. The two position papers can be found here.
Implementation of the prospectus-related requirements of the EU Listing Act: In its statement, GBIC highlights critical provisions that would make it more difficult for issuers to produce prospectuses in such a way that they are clear, legible and understandable. Readability and transparency should always take precedence over standardisation. GBIC is in favour of avoiding duplication of information. This applies in particular to information on ESG issues, which is already required in accordance with the EuGB Regulation. The introduction of new definitions that deviate from the EuGB Regulation is viewed critically, as this could lead to legal uncertainty.
Prospectus liability: GBIC considers the current prospectus liability regime as well implemented in the EU Member States. Harmonisation of prospectus liability must not lead to conflicts and inconsistencies between European and national law; legal uncertainty for issuers and investors must be avoided. Against this background, GBIC outlines possible solutions in its comments should the legislator wish to further harmonise the European prospectus liability regime in the future. In particular, GBIC points out that the liability regime of MiCAR (Art. 15) is not suitable for the purposes of the Prospectus Regulation.