To enhance the attractiveness and competitiveness of EU capital markets, the 2024 Listing Act introduces targeted reforms to the Prospectus Regulation and the Market Abuse Regulation (MAR). This article identifies the main amendments to the EU prospectus regime and analyses to what extent they may reduce listing costs and contribute to a more attractive listing environment in the EU, without harming investor protection. The analysis focuses on three key areas of reform. First, the Listing Act significantly broadens exemptions to the prospectus obligation for secondary issuances. Second, it seeks to improve the readability and comprehensibility of prospectuses by introducing page limits and standardized sequences and formats and reducing disclosure regimes for already-listed issuers and Small and Medium-sized Enterprises (SMEs). Third, it addresses fragmentation across Member States by harmonizing the National Competent Authorities’ approval procedures for prospectuses. The analysis shows that, although the potential benefits of this reform may not be underestimated, it is unclear to what extent targeted amendments will significantly enhance listing activity in EU capital markets.

This contribution highlights the measures that a Dutch company can take to protect itself and its assets in war conditions. During a war it may be necessary to not only keep assets safe from the long arm of the enemy (often occupier), but also from sanctions (such as sequestration or confiscation) taken by friendly states in the free world against assets on their territory that are owned by companies that are deemed to be under the influence of the enemy and therefore considered ‘enemy property’. How can security measures be implemented in the short term if appropriate?

In this article, I examine the 2024 reform of Italian law on loyalty and multiple voting shares (LVS and MVS). After outlining the key changes introduced by the Legge Capitali — especially the tenfold increase in permitted voting rights—I analyse their potential to reverse the trend of corporate migration to jurisdictions with more flexible control-enhancing mechanisms. I then explore the practical, legal, and economic implications of the new regime, focusing on safeguards for minority shareholders, the right of withdrawal, and the impact on takeover law. Finally, I argue that while the reform strengthens control tools, further regulatory refinements are needed to ensure effective shareholder protection and market confidence.

On 26 October 2023, the Elverding Conference on Enhancing sustainable business and corporate regulation in the EU took place at the Maastricht University Faculty of Law. The conference was organized to discuss the company law-related efforts aiming to address the significant sustainability challenges that Europe is facing. The first session examined effective and sustainable approaches to active ownership. In it, Prof. Cools shared her perspectives on whether shareholder activism can be a driver of sustainability, and Prof. Bauer built upon this topic by discussing various strategies of active ownership and their impact on sustainability. The second session focused on the alignment between directors' duties and the social role of corporations. Prof. Davies explained why a change of corporate purpose, as advocated by Mayer in Prosperity, would not be enough to change the nature of doing business. Prof. Winter then followed up with his presentation emphasizing the urgent need to address societal problems through channels other than just government regulation. The third and last session invited representatives from companies, the investor community, and civil society to discuss sustainable business practices. This report provides an overview of the discussions held during the first two sessions of the conference, highlighting the main arguments presented by the speakers and their relevance to the ongoing discourse on sustainable company law. sustainability, ESG, shareholder activism, active ownership, corporate purpose, sustainable business, Green Deal

As investors increasingly take into account environmental, social and governance (ESG) aspects of their investments, sustainability has certainly been making its mark on listed companies and the capital markets more generally. Considering their scope of application, recent sustainability legislation is likely to further the importance of sustainability for listed companies and the capital markets more generally. The Corporate Sustainability Reporting Directive (CSRD) is the directive with probably the most impact. This publication discusses the potential impact of the CSRD on companies (to be) listed on a regulated market as well as certain other sustainability considerations for listed companies. Sustainability, ESG, CSRD, CSDDD, sustainability reporting, inside information, gender diversity, prospectus disclosure, listed companies, SME growth markets

an editorial on the developments in stakeholder governance and lessons from the Netherlands. 1 Amongst others, I noted (1) the 2014 Dutch Supreme Court judgment 2 in which a central position was given to the 'continued success of the enterprise' as part of the interests that the directors should serve and (2) the broadly formulated preamble of the Dutch Corporate Governance Code 2016, 3 which in essence dictates that directors should weigh the interests of the various stakeholders of the company (i.e., not just shareholders).As a result, it could be argued that the Netherlands is squarely in the 'pluralistic stakeholderism'-corner. 4 Since publishing that editorial, there have been a number of developments that reconfirm that Dutch company law takes a progressive stakeholder-approach to corporate governance.Below, I set out three of these developments, being (1) the restatement of the Dutch Corporate Governance Code in 2022, (2) the 2023 Dutch Supreme Court judgment referred to as 'Cordial III', and (3) the 2023 Enterprise Chamber judgment referred to as 'Estro'.

This article attempts to answer the question whether the distinction between public and private companies is still needed or whether it is outdated. The question will be answered from an EU perspective, while taking the Dutch legal system as a leading example. In the Netherlands, there was a huge time-gap between the introduction of the public company in 1811 and the introduction of the private company in 1971, 160 years later. This seems to justify the question whether we needed the private company at all. Public company, private company, minimum capital requirement, capital maintenance rules, bearer shares, registered shares

the European Commission published the long-awaited Proposal for a Directive on Corporate Sustainability Due Diligence. Art. 25 of the Proposal also includes an attempt to harmonize "Directors' Duty of care". This Article contextualizes the approach adopted by the European Commission and it compares it to the UK "enlightened shareholder value" approach enshrined under S. 172 of the Companies Act 2006. The comparison allows to draw preliminary conclusions on the potential harmonizing effects of Art. 25 on the formulation and enforcement of directors' duties across the legal frameworks of the EU jurisdictions.