Published: 09-09-2021

Format: Hardback

Edition: 1st

ISBN: 9781526520401

Imprint: Bloomsbury Professional

About Irish Securities Law

This new title is concerned with the securities law provisions in the Companies Act 2014 and derivative enactments, which are of most concern to listed companies and companies issuing equity and debt securities in Ireland.

It deals comprehensively with the legal obligations to produce a prospectus or similar document, what is in it, what are the exceptions, what information must be made available to the markets and what are the other legal consequences on companies and dealers in shares and other securities as a result of having securities admitted to listing.

Part A of the book gives an overview of the four key areas: Prospectus, Listing, Market Abuse and Transparency. It explains the structure of the law to enable non-experts to understand the law. Part B gives the legal and regulatory texts, which will be more of interest to lawyers and financiers in this area who need to be familiar with the primary law, which is not as yet readily accessible.

Table Of Contents

PART A – OVERVIEW OF IRISH SECURITIES LAW

Chapter 1 – The Legal Environment

Securities and markets regulation

Four-level structure of EU law

Function and structure of Irish law

Irish company law

Bearer securities

Further regulation of companies

Collective investment schemes

Chapter 2 – Market Regulation

The Markets

Markets in Financial Instruments Directive:

o 'Financial instruments' and 'transferable securities',

o Supervision of investment firms,

o Authorisation and supervision of securities markets,

o Code of governance,

o Trade transparency,

o Administrative enforcement

Central Securities Depositories Regulation

Settlement Finality Directive

European Market Infrastructure Regulation

Securities Financing Transaction Regulation

Benchmarks Regulation

Securitisation Regulation

Credit rating agencies

Short selling

Crypto-assets

Chapter 3 – Prospectus Regime

EU law:

Background

Structure

Requirement for a prospectus

Exemptions from the prospectus requirement

Format of a prospectus

Contents of a prospectus

Single document prospectus

Registration document

Securities note

Prospectus summary

Exemption document

EU growth prospectus

EU recovery prospectus

Risk factors

Home member state approval of a prospectus

Responsibility attaching to the prospectus

PRIIPs Regulation

Crowdfunding

Irish law and regulation:

Statutory civil liability

Other civil liability

Verification

Exclusion of jurisdictions

Legal opinions and letters of comfort

Supplementary measures

Administrative enforcement

Chapter 4 – Listing Regime

EU Law:

Background

Structure

Consolidated Admissions and Reporting Directive

Irish law and regulation:

Civil liability

Criminal liability

Implementation of CARD

Listing Rules for the regulated market

Euronext Growth Rules

GEM Rules

Structure and content of a listing particulars

Administrative enforcement

Chapter 5 – Market Abuse Regime

EU Law:

Background

Structure

'Inside information'

Insider dealing and related actions

Exemptions for buy-back programmes and stabilisation

Unlawful disclosure of inside information

Exemption for market soundings

Market manipulation

Financial assistance

Companies' obligations to announce inside information

Insider lists

Investment recommendations

Ensuring compliance

Irish law and regulation:

Statutory civil liability

Other civil liability

Unlawful financial assistance

Administrative enforcement

Chapter 6 – Transparency Regime

EU Law:

Background

Structure: Disclosure of financial information

Disclosure of information about major holdings of shares

Shareholder identification

Home Member State

Access to regulated information

Rights of shareholders and holders of debt securities

Irish law and regulation:

Civil liability

Criminal liability

Shareholder disclosure and identification

Administrative enforcement

Chapter 7 – Takeover Regulation

'Relevant companies'

Takeover Principles

Takeover methodologies

Takeover offers

Takeover schemes

Takeover Rules

Cash confirmation

Invocation of conditions

Documentation

Offeror obligations

Relevant company obligations

Constraints on share dealings in a relevant company

'Acting in concert'

Tender offers and partial offers

Avoidance of a mandatory offer

Enforcement of takeover regulation

Chapter 8 – Supplementary Issuer Regulation

Public limited companies (EU measures, Irish law)

'Relevant Issuers'

Designated activity companies and other non-PLC issuers

'Public interest entities'

'Traded PLCs': Definition, Director remuneration, Related-party transactions, Engagement policies

'Traded companies': Definition, Obligations

'Listed companies': EU Governance Recommendations

Chapter 9 – Governance Codes and Investor Policies

Investor influence

UK Governance Code

Main provisions of the UK Governance Code

QCA Corporate Governance Code

Investor associations

Share capital management

Share schemes and long-term incentive plans

Proxy agencies

Chapter 10 – Collective Investment Schemes

Investment funds

UCITS

Supplemental guidance

Applicability of other securities law

AIFs

Supplemental law and guidance

Enforcement

Other investment funds

PART B – LEGISLATION

11 Prospectus texts

Companies Act extracts, Statutory Instruments, Central Bank Rules and Guidance

12 Listing texts

Statutory Instrument.

13 Market Abuse texts

Companies Act extracts, Statutory Instruments, Central Bank Rules and Guidance

14 Transparency texts

Companies Act extracts, Statutory Instruments, Central Bank Rules and Guidance

15 Other texts

Criminal Justice Act 2011.