21 July 2022
The European Securities and Markets Authority (ESMA), the EU’s securities markets regulator, is today publishing its Peer Review Report on the scrutiny and approval procedures of prospectuses by competent authorities. This peer review also assessed the impact of different approaches regarding scrutiny and approval by competent authorities on issuers’ ability to raise capital in the European Union.
The Report’s key findings included that:
- NCAs generally scrutinise prospectuses in a satisfactory manner, albeit in various ways, with scrutiny often reinforced for heightened risk prospectuses;
- The notion of additional criteria that NCAs may apply during the scrutiny process lacks clarity, a point which the European Commission is invited to address with ESMA’s technical assistance as needed;
- There is scope for efficiency improvements in respect of some NCAs’ approval processes;
- ESMA Guidelines on risk factors are applied satisfactorily, however there is room for future supervisory convergence work in relation to their enforcement;
- Overall NCAs have sufficient and proportionate resources to scrutinise prospectuses; and
- The liability regime in Italy has a strong impact on how Consob scrutinises and approves prospectuses.
Verena Ross, Chair, said:
“The publication of this peer review is a significant step to understanding how prospectus review processes impact on issuers’ ability to raise capital in the European Union. The report sets out important recommendations for NCAs, and for supervisory convergence initiatives directed to both ESMA and the European Commission, that aim at reinforcing and enhancing the scrutiny and approval of prospectuses. Acting on these recommendations will lead to better outcomes for both issuers and investors in the EU.”
The peer review assessed all NCAs in respect of how they scrutinise and approve prospectuses. The exercise also involved onsite visits to the AMF (France), BaFin (Germany), CBI (Iceland), CONSOB (Italy), CSSF (Luxembourg), SFSA (Sweden) to gain a deeper understanding of how these NCAs scrutinise and approve prospectuses.
ESMA expects to carry out a follow-up assessment in two years to review the level of improvements achieved based on the findings and recommendations of this peer review report.