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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.

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.

Students at the Polytechnic of the South Bank in London, in two separate and unconnected cases, have discovered that their courses do not lead to the professional qualifications which were offered in the college prospectus. The first case involves about a dozen students who joined the four‐year Diploma in Mechanical Engineering course in its final year, holding HND qualifications from other colleges. Over 50 students are involved in the other case concerning the HND in civil engineering at the College. They have discovered that, contrary to their expectations, they can no longer assume that they will be sponsored by a professional institute. Both cases have serious implications for the students affected because their career opportunities are jeopardised if they are not able to become chartered engineers and members of the Institutes.

The aim of this research is to contribute to the existing literature about the entrepreneurial conditions in crowd-based contexts by describing how different European countries regulate equity crowdfunding market in order to incentive the investments and protect investors.

Based on a legal acts' analysis, we conduct a qualitative study comparing the crowdfunding regulation addressed to investors. In particular, we focus our analysis on the European countries with the highest concentration of crowdfunding platforms (i.e. the UK, Germany, France, Italy and Spain).

The results show that some countries, such as the UK, Germany and France, present an investor-oriented approach based on non-restrictive regulation, while other countries, such as Spain and Italy, have a restrictive approach that protects investors excessively and discourages them. In particular, the case study of France shows how the introduction of unrestricted regulation can produce positive effects on the volume of crowdfunding transactions.

The paper is addressed to investors, policymakers and intermediaries (platforms) to help the first in orienting themselves between the different crowdfunding regulations and the latter in aligning and orchestrating rules and norms.

This is the first study that analyses the role of investor-oriented regulations in the promotion of entrepreneurship through the identification of four key factors to monitor equity crowdfunding regulations.

College savings plans established and maintained by states as “qualified tuition programs” under Section 529 of the Internal Revenue Code, as amended, are increasingly popular vehicles for accumulating savings on a tax‐advantaged basis to pay college expenses. All states and the District of Columbia currently offer, or soon will offer, these so‐called 529 college savings plans. Although structurally quite similar to registered mutual funds or “funds of funds” subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”), 529 college savings plans raise unique securities law issues as a result of their being state investment programs. This article outlines the general framework of the federal securities law treatment of investments in 529 college savings plans and then explores in greater depth the basic disclosure issues that broker‐dealers face when marketing 529 college savings plans to customers.

This chapter shows how the theory of industrial organization can help us understand some important aspects of crowdfunding that go beyond the finance sphere of the firm. A special attention is devoted to the role and behavior of crowdfunding platforms, which intermediate between entrepreneurs and contributors.

Contrary to what its title might suggest, this chapter does not develop an alternative vision of finance. On the basis of the financial world as it currently operates, we propose to identify the paradoxes and the likely evolution of a banking and financial system evolving. Based on the facts, this chapter seeks to extend the discussions initiated in the last chapter, entitled “Socially responsible banks?” of our book “The management of the bank,” published by Vuibert editions. The frantic pace of innovation and the requirements of regulators encourage banks to review their organization and their governance. This chapter attempts to position the bank between two paradoxes: on one side, the crises have not made more responsible banks. The facts remain: rates and currency manipulation, embezzlement rules on bonuses, even if some are still under financial assistance of the United States. On the other hand, the “finance otherwise” innovates, disturbs, and upsets. Creative players such as collaborative funding or virtual currencies are not really threatening to the big banks. But in the past, marked by their personnel costs and infrastructure cannot meet the agility of these new entrants “crowdfunding,” and other online payment methods have backed the Web. These innovations really threaten banks that do not lack the resources to adapt. And if tomorrow, the banks no longer existed? Behavior changes and already a growing number of clients save, borrow, and lend the use of means of payment to settle their online purchases without using the services of traditional financial institutions! A certainty, “finance otherwise,” will play a stimulatory role. The speed and magnitude of change is such that it becomes necessary for banks and financial institutions to adapt to these new technologies to increase or simply maintain their business. Based on the facts, the chapter explores and analyzes the developments that may become sustainable for a banking system reluctant to lose the monopoly of the distribution of credit and means of payment. The “end of the banks,” is a “provocative” subject but insufficiently addressed in the economic literature.

The purpose of this study is to analyze the aggravating and mitigating factors considered by the Investment Dealer Association (IDA)’s (Now IIROC) hearing panels when determining penalties.

To conduct this research, Quicklaw’s database Securities Regulation Tribunal Decisions were searched for all decisions made by the IDA between January of 2003 and June of 2008. This paper analyzes the 238 cases that were found.

The findings revealed that the IDA’s hearing panels were more likely to identify mitigating rather than aggravating factors when considering the appropriate penalties to be imposed on registrants. Perhaps this was because the hearing panels were more preoccupied with identifying mitigating factors that would, in turn, lead to less severe penalties for their members. The aggravating factors identified and considered were fewer in number than the aggravating factors identified but not considered by the hearing panels when imposing penalties.

IIROC needs to take stock of this study and encourage hearing panels to seriously take into consideration the factors listed in their sanction guidelines and apply them methodologically to each case.

Despite the widespread use of self-regulatory organization (SROs) to regulate various occupations, SROs remain an understudied institution. This is the first study of its kind that looks at the aggravating and mitigating factors used by an SRO’s hearing panel in administrative hearings.

The private placement is the principal alternative method of financing to an SEC registered offering. The private placement avoids registration under the Securities Act of 1933 (the “Securities Act”) with its concomitant costs and delays. It also avoids periodic reporting under the Securities Exchange Act of 1934 (the “Exchange Act”) for foreign private issuers. Issuers frequently resell their private placement securities abroad or to other qualified institutional investors. The combination of statutory exemptions, Rule 144A, Regulation S, and other SEC initiatives enable issuers to take advantage of these benefits

The purpose of this paper is to discover the weaknesses of initial public offering (IPO) regulation in Bangladesh in the light of the relevant law and practice in Australia.

A qualitative analysis of archival materials has been carried out to achieve the objective of the paper. Two different sets of legal provisions dealing with some selected issues relevant to the regulation primary share markets have been compared and contrasted. The level of market development, composition and performance of securities regulators and the level of investor sophistication have been critically in this paper in discussing aspects of regulation.

This paper finds that the IPO regulation in Bangladesh is weaker than that in Australia. The major weaknesses may be attributed to different factors such as the adoption of the disclosure philosophy prematurely by discarding the previous merit regulation in 1999 for a pre‐emerging securities market, lack of experienced and well‐trained people in the composition of securities regulators, lack of regulatory authority to sue for compensation on behalf of investors in the absence of shareholders class action, lack of authority to regulate auditors and lawyers who play significant roles in preparing defective prospectuses for public consumption. Findings also suggest that adequate investor protection cannot be ensured by regulatory measures alone, investors should be educated to protect themselves in the first place against the cupidity of issuers.

It provides an insight into an effective IPO regulatory regime. An immediate implementation of the recommendations made in this paper may contribute to improving the legal and regulatory regime for the primary share market in Bangladesh which may set a good example for others.