Leg. Dev.: Directive 2001/34 on the Admission of Securities to Official Stock Exchange Listing and on Information to Be Published on Those Securities

8 Colum. J. Eur. L. (131)

Arvidas Remeza.

The European Union’s (EU) principal tool for establishing a common market has been the Directive. Directives set the essential framework of policy at the European level, but leave the scope and method of implementation to each Member State. The implementation of Directives by Member States will thus result in a European system of regulation which is equivalent, but not necessarily uniform.’


Historically, the EU has taken a piecemeal approach to devising a regulatory system for establishing the requirements for listing on stock exchanges. From 1979 to 1988, four principal Council Directives were passed addressing the major issues pertaining to the harmonization of the listing process, though they fell short of succeeding. In 1979, Directive 79/279 was issued which was aimed at the coordination of securities with official stock exchange listings. This was followed by Directive 80/390 one year later, focusing on the coordination of the requirements for the drafting and distribution of the listing particulars whose publication was required for the admission of securities to the official stock exchange listings. In 1982, Directive 82/121 was issued, establishing the necessary information to be published on a regular basis by companies that have been admitted to official stock-exchange listing. Finally, in 1988, Directive 88/627 was issued on the information to be published when a major holding in a listed company is acquired or disposed of. These Directives have subsequently been amended numerous times throughout the 1990s.

The current Directive of May 28, 2001 (“the Directive”) aims to coordinate the actions of the four aforementioned Directives and their amendments. The purpose of the Directive is to contribute to the establishment of a single market, by facilitating the admission to official stock exchange listings in each Member State of securities from other Member States. The harmonization of this process will increase the ease with which finns can list. The removal of obstacles allowing for the listing of any given security on a number of stock exchanges in the Community will contribute to the prospect of establishing a European capital market. Furthermore, the Directive will give European issuers a “single passport” to raise capital freely across borders with a single prospectus. The Directive also benefits investors by offering equal access to information in all jurisdictions.