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The purpose of this paper is to explain a recently adopted Ordinance (the “Reform Act”) and amendments to the General Regulation of the Autorité des Marchés Financiers (AMF) intended to improve the competitiveness of the French financial market and to harmonize the French regulatory definition of a public offering with the European Union definition under the Prospectus Directive.

The paper explains requirements of the European Union Prospectus Directive, related provisions of the French Reform Act, and certain clarifications provided by the Committee of European Securities Regulators (CESR); discusses the scope of the private placement exemption in France, including definitions of “qualified investors” and a “restricted group of investors”; explains the role of financial intermediaries and how their marketing activities must be structured to avoid losing the benefits of the private placement exemption; interprets loosely defined AMF policies on the resale of securities under the private placement exemption; details exemptions for investment service providers providing asset management for third parties and for “local” offerings; and explains limitations on the private placement exemption posed by the French public offering rules.

France has recently amended its public offering regime to further harmonize it with the Prospectus Directive and make the French financial market more attractive to foreign issuers. Additional amendments to the EU Prospectus Directive are expected, which will result in further changes to French private placement regulation.

The paper provides practical guidance from experienced corporate and securities lawyers.

Purpose: Blockchain technology has the potential of revolutionising finance in general and entrepreneurial finance in particular. As this area is hitherto uncharted, this chapter delineates its scope to the use of blockchain technology for providing strategic business funding. Blockchain technology started off by floating initial coin offering as a way of providing long-term funds to the startups. Since then, it has evolved quickly and has already spawned several iterations. One of its most prominent offshoots, security token offering has evolved into a distinct financing resource, with its own unique characteristics.

Methodology: This chapter discusses the implications of this development for startups and new ventures. It focusses on the use of blockchain technology for innovations in the domain of entrepreneurial finance with the aim to document the emergence of cryptofinance as a viable source of funding for startups. For this purpose, a systematic literature review methodology has been undertaken. In order to provide a comprehensive view, various sources such as academic research papers, working papers and practice papers have been used for collating information.

Practical implications: This chapter provides a brief overview of entrepreneurial finance and blockchain technology, illustrating their unique aspects. It proceeds to discuss the use of blockchain technology in finance in general and in entrepreneurial finance in particular. This discussion is followed by an extensive analysis of the evolution of cryptofinance as a funding source, enumerating various iterations and their implications.

Conclusion: As the use of blockchain technology in entrepreneurial finance is still at the nascent stage, the regulatory paradigm is still evolving. The current work also looks at the development of legal framework for managing these innovations across different prominent markets. This chapter further delves into the likely future course of development for cryptofinance. It mainly focusses on the emergence of decentralised finance as a comprehensive ecosystem and smart contracts.

To analyse the changes brought about by the new EU Prospectus Regulation, which replaced the EU Prospectus Directive, which has been the cornerstone of EU securities regulation for over a decade. The Regulation is part of the EU Commission’s plans for a Capital Markets Union launched in September 2015, which is intended to achieve a true single market for capital across the EU and allow companies to access the capital markets in a more cost efficient way.

This article discusses the key changes to the European prospectus regime included in the new EU Prospectus Regulation and highlights the changes compared to the old prospectus regime.

The new Prospectus Regulation will change current prospectus rules and practice for both equity and debt issuances in several areas and will contribute to a more uniform European prospectus regime. For EU Member States, the format of a regulation (rather than directive) that the new Prospectus Regulation has taken means that there will be much less room for divergence of prospectus rules across its member states. The Regulation’s success in making EU capital markets more uniform will depend to a great extent on whether the application of the new rules by member states’ regulators will be more consistent.

Key EU securities law changes are explained by an experienced EU and US securities lawyer practising in London.

This paper aims to provide a chronological review of changes in the institutional setting regulating Australian initial public offering (IPO) firms’ earnings forecasts over the period from 1994 to 2012. The changing forecasting environment covers both IPO firms’ prospectus earnings forecasts and post-listing updates to those forecasts.

This historical analysis reviews the changes in corporate regulation and enforcement, Australian Securities Exchange listing requirements and the outcomes of securities class actions (SCA) that affect IPO firms’ earnings forecasts.

A review of the institutional setting regulating Australian IPO firms’ earnings forecasts reveals two inter-temporal shifts in (increasing) litigation risk over 1994-2012 period which have arisen from more onerous regulations, stronger regulatory enforcement and a more active SCA market. The authors document the corporate responses to those shifts.

This is the first study to comprehensively document research of an inter-temporal litigation risk shift on IPO firms’ earnings forecasting behaviour. It therefore provides a formative base and a useful resource for researchers, practitioners and investigators (regulators, forensic accountants, etc.) when examining the impact of the changes on IPO firms’ forecasting behaviour following regulatory change and enforcement.

The purpose of this paper is to discuss the SEC's Proposed Release 33‐8861 of November 21, 2007, “Enhanced disclosure and new prospectus delivery option for registered open‐end management investment companies.”

The paper provides an overview of the proposed rule. It then discusses its impact on the industry, investors, and the environment; and how the summary prospectus could impact retirement plans. The paper answers some frequently asked questions; and provides an implementation timeline.

The paper finds that the SEC has proposed a rule for a shorter, simpler, standardized prospectus that would tell investors what they need to know within three to four pages and provide web access to more detailed information if desired. The stated goal is provide the average investor with clear, succinct information and also to standardize information to facilitate fund‐to‐fund comparisons. The summary prospectus also offers a significant opportunity to reduce publishing and mailing costs and may provide the mutual fund industry with the impetus to migrate from paper‐based to electronic disclosure.

The paper provides insight from a financial disclosure systems provider.

This paper investigates the use of graphs, selection of variables to graph and construction of graphs in prospectuses issued by Australian companies making their initial public offering (IPO) of shares to the Australian capital market. The paper formulates and tests hypotheses concerning selectivity in the use of graphs and distortion in the construction of graphs presented in IPO prospectuses, as well as providing descriptive evidence about the use of graphs in such prospectuses. Results show that firms enjoying improving profit performance are significantly more likely to include graphs of key financial variables in their prospectuses than firms suffering deteriorating profit performance. Thus, similar to studies of graphs in annual reports, evidence of selectivity in the inclusion of graphs is found. No significant relationship is found between performance on the variable being graphed and distortion in the construction of the graph. When the graphs are split between those covering key financial variables and other variables, a significant relationship is found in both categories. For graphs of other variables, a significant positive association is found between performance and distortion. However, the relationship for key financial variables is in the opposite direction to that suggested by impression management. Further analysis identifies significant sub‐period differences in selectivity and distortion which are consistent with the view that the major regulatory and institutional changes outlined in the paper, reduced the extent of selectivity and graphical distortion in the post‐1991 period. As far as we are aware, this is the first study reported in the literature to investigate the use of graphs in prospectuses. The results also have policy implications for the regulatory authority in Australia.

Ireland has become one of the main sources of finance for Russian based firms. The purpose of this paper is to quantify and analyse these flows to examine governance and regulatory issues, in particular the possible effect of sanctions.

The paper is based on detailed searches of publicly available filings in Company House, Ireland to identify Russian connected conduits. Data was extracted from available accounts and prospectuses for 106 conduits operating in Ireland for some or all of the period 2005-2017.

The paper shows gross flows from Irish based conduits to Russian firms amounted to €118bn for 2005-2017; flows may be partly explained by round tripping; sanctions have also affected flows; flows are facilitated by close linkages with professional networks both within Ireland, and other offshore financial centres, especially London; The conduits examined have no employees and are mostly owned by a charitable trust or trust. They have become a major part of a largely unregulated shadow banking system.

This paper used searches of publicly available company filings to create a unique database of individual firms. Data on the use of financial centres by individual firms is hard to obtain and the results of this study may be indicative of the use and nature of conduits in other financial centres which form part of the shadow banking sector.

In this chapter, we describe the rise and fall of Germany’s Neuer Markt from its promising start to its ultimate failure. We show that the Neuer Markt was designed to serve the special needs of small and medium sized growth firms. However, some regulatory flaws, insufficient means to enforce the rules, the IPO frenzy and the bursting of the stock market bubble destroyed its reputation beyond recovery. The closing of the Neuer Markt and the rebranding and restructuring of the entire Frankfurt stock market indicate the seriousness of the crisis of German public equity markets.

In this chapter, we explore the legal framework of AGMs of listed companies in Europe, which forms the foundation for the empirical analyses in the subsequent chapters. We consider the decision-making rights, information rights (including forum rights) and procedural rights of shareholders at the European level. As this chapter shows, only a small part of the legal framework of AGMs is harmonized at the European level and this harmonization mostly consists of procedural rights. The recently adopted amended Shareholder Rights Directive will introduce more material European rights such as a say on pay.