ESMA's work in the area of corporate finance covers four fields, Prospectus, Transparency, Takeover Bids and Corporate Governance related to listed companies. This work is carried out by the Corporate Finance Standing Committee which is supported by four permanent working groups and a number of temporary task forces.
The EU prospectus regime harmonises requirements for the drafting, approval and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market in an EU Member State. The regime is designed to reinforce investor protection by ensuring that all prospectuses, wherever issued in the EU, provide clear and comprehensive information at the same time as making it easier for companies to raise capital throughout the EU on the basis of approval from a single competent authority.
Within these objectives, ESMA’s work in the prospectus area aims to 1) promote a practical and efficient implementation of the prospectus regime, 2) contribute to a consistent application of the regime across the EU by building a common supervisory culture among competent authorities, and 3) ensure an adequate balance between investors’ need for information and burdens on issuers to provide such information.
The Transparency Directive harmonises requirements in relation to information about issuers whose securities are admitted to trading on a regulated market. The disclosure of information is intended to contribute to both enhance investor protection and market efficiency by promoting informed investment decisions.
Topics under the remit of the CFSC include information about the issuer's corporate structure (major shareholdings) and information about corporate events affecting the securities admitted to a regulated market such as the general meeting(s).
ESMA actions in the area of the Transparency Directive are intended to foster common procedures and consistent application throughout the European Union by building a common supervisory culture among competent authorities.
ESMA identifies and addresses developments in the area of corporate governance, including those proposed by the European Commission, and undertakes further actions in accordance with ESMA’s responsibilities.
ESMA’s competence to act in the sphere of corporate governance derives from its founding Regulation (Regulation (EU) No 1095/2010), which provides that it may act in the field of activities of market participants, including matters of corporate governance, as long as such action is necessary to ensure the effective and consistent application of certain financial services directives and regulations. In the remit of the Corporate Finance area this relates to the Transparency, Prospectus and Takeover Bids Directives.
ESMA has set up a network of competent authorities dealing with takeover bids to discuss views, experiences and future developments in the implementation of the Takeover Bids Directive (TOD). The TOD aims to ensure equality of treatment in Europe for all companies launching bids and to ensure a transparent and fair treatment of investors in companies that find themselves the targets of takeover bids.
The legislation covers two separate areas relating to takeovers: company law aspects and securities or market related issues. However, as the national authorities composing the network do not, in general, have powers in relation to many company law issues, the mandate of the network is limited to securities or market related issues, with the goal of promoting an exchange of information and experience. The network aims to foster co-operation between all authorities supervision the takeover legislation, especially in the context of cross-border transactions.