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Irish Securities Law

By: Paul Egan
Media of Irish Securities Law
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Published: 29-09-2021
Format: Hardback
Edition: 1st
Extent: 720
ISBN: 9781526520401
Imprint: Bloomsbury Professional
Dimensions: 248 x 156 mm
RRP : £170.00
 

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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.

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