The Companies (Amendment of Law) (No. 2) (Jersey) Order 2021 comes into force tomorrow (19 October). The Order amends the Companies (Jersey) Law 1991 in order to provide a new definition for "prospectus", bringing the Jersey prospectus regime closer to that found in the UK. The change was the subject of a consultation earlier this year (about which see here, doc).
The Court of Justice of the European Union delivered judgment earlier this month in Bankia (Prospectus when securities are offered to the public or admitted to trading - Judgment) [2021] EUECJ C-910/19. A summary of the judgment has been published by the ICLR: see here. The Court of Justice held, to quote from the headnote of the ICLR summary, that: "an investor who had participated in an offer of securities in the context of which a prospectus had been published could legitimately rely on the information given in that prospectus and was, therefore, entitled to bring an action for damages, pursuant to article 6 of Parliament and Council Directive 2003/71/EC, on the grounds of the inaccuracy of that information, whether or not the prospectus was issued for that investor". 
The Prospectus (Amendment etc.) (EU Exit) Regulations 2019 were made and laid before Parliament yesterday: see here. For further information see the accompanying explanatory memorandum available here (pdf).
The Government has published a policy note in respect of the forthcoming Official Listing of Securities, Prospectus and Transparency (Amendment) (EU Exit) Regulations 2019: see here. The note explains that the Regulations will seek replicate, as far as possible, the current effects of the prospectus regime, and the transparency rules.
For further information about financial services legislation under the European Union (Withdrawal) Act 2018 - including a policy note on the proposed Market Abuse (Amendment) (EU Exit) Regulations 2018 - see here.
The European Commission has published its first status report, following publication last September of its Capital Markets Union Action Plan: see here (pdf). The report is intended primarily to help policymakers track the progress of the various actions and initiatives in the action plan. It includes, for example, an update on the proposal for a Regulation on the prospectus to be published when securities are offered to the public or admitted to trading (COM(2015) 583 final, 30.11.2015). It notes, too, that the Commission will soon publish a report on crowdfunding in the European Union.
The European Commission yesterday published its capital markets union action plan and announced the first set of measures it proposes to take relating to securitisation and the promotion of long-term investment in infrastructure. Two consultations have also begun: the first on venture capital funds and the second on covered bonds. A call for evidence has also been opened on the impact of the EU financial legislation. The Commission also announced that changes to the Prospectus Directive will be published later this year, following the consultation that took place earlier this year. The European Commission today published a green paper seeking ideas on how to create a "true single market for capital". Accompanying the green paper are two related consultations, one on the operation of the Prospectus Directive and the other on the securitisation framework. The green paper contains a short section on company law and corporate governance. In this section, the current revision of the Shareholder Rights Directive is mentioned; it is also stated that further reforms to company law may be helpful to help overcome barriers to cross-border establishment and operation.
The Court of Justice gave its opinion last month in Almer Beheer BV, Daedalus Holding BV v Van den Dungen Vastgoed BV, Oosterhout II BVBA (Case C‑441/12). The court held, to quote directly from its opinion, that: "Article 3(1) of Directive 2003/71/EC ... on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as amended by Directive 2008/11/EC ..., must be interpreted as meaning that the obligation to publish a prospectus prior to any offer of securities to the public is not applicable to an enforced sale of securities, such as that at issue in the main proceedings".
Article 29 of Regulation 809/2004 sets out certain requirements in respect of the electronic publication of a prospectus, including that it should be easily accessible. This requirement was amongst several matters considered by Advocate General Sharpston in an opinion delivered last month: Michael Timmel v Aviso Zeta AG (Case C‑359/12). The Advocate General has advised that where a prospectus is published electronically on a website, making access subject to registration and acceptance of a disclaimer and provision of an e-mail address would not be compatible with the concept of easy accessibility under Article 29.
The European Securities and Markets Authority has published a report in which it reports on prospectus liability regimes within the Member States: see here (pdf).
The Prospectus Regulations 2013 were laid before Parliament last week and come into force on 31 May: see here or here (pdf). An explanatory note for the Regulations, which amend section 86 ("Exempt offers to the public") of the Financial Services and Markets Act 2000 Act, is available here.The Financial Services Authority and HM Treasury have published a consultation paper setting out how the UK proposes to implement Directive 2010/73/EU, which revised the Prospectus Directive (2003/71/EC) and Transparency Directive (2004/109/EC): see here (pdf).
The Prospectus Regulations 2011 were made on 7 July, laid before Parliament on 8 July and came into force on 31 July: see here or here (pdf). The Regulations amended the Financial Services and Markets Act 2000 in order to implement part of Directive 2010/73/EU, the result of which is to increase certain thresholds regarding the circumstances in which a prospectus must be issued. A correction slip for the Regulations was published last week - see here (pdf) - and this explains that regulation 2 in the originally published Regulations should, in fact, have been number regulation one.
The Prospectus Regulations 2011 were made on 7 July, laid before Parliament on 8 July and come into force on 31 July. A copy of the Regulations is available here and here (pdf). An explanatory memorandum is available here (pdf). The Regulations amend the Financial Services and Markets Act 2000 in order to implement part of Directive 2010/73/EU, the result of which is to increase certain thresholds regarding the circumstances in which a prospectus must be issued.
The European Commission has today published a proposal for the simplification of the Prospectus Directive. Amongst the proposed changes are the introduction of less comprehensive disclosure requirements for some issues of securities (e.g., those by small companies) and greater clarity concerning the exemptions from the obligation to publish a prospectus.
The European Commission has published a consultation paper in which it sets out proposals for the reform of the Prospectus Directive 2003/71/EC. One of the proposals being considered is the introduction of an exemption from producing a prospectus for non-listed companies in the context of employee share schemes. Further information about the Prospectus Directive, including a study of its impact on financial markets, is available here.
