Prospectus Rules Conference

About this event: TheEU Prospectus Rules Conference returns for the 5th successful year in September 2014. Bringing together corporate, banking and funds counsel with regulators and leading market experts, this event offers everyone the opportunity to gain a full update on developments in listing, disclosure and transparency legislation for primary market issuance. Core to the event will be analysis and practical insights on the Prospectus regime as it is operates across the EU. How is it working in practice and how is it impacting on debt and equity market issuance and product development? Have the 2012 amendments eased the regulatory load and improved access to capital markets for issuers? What should Prospectus Directive III include? Join us to hear the very latest from ESMA on outstanding implementation issues and hear directly from national regulators on how they are working to align their listing rules. Keynote speakers and panelists will also address the wider regulatory landscape with insights and updates on key developments relating to the Market Abuse Regulation, MifID II, CRD IV and PRIPs. How will proposed changes interact with the existing prospectus rules? How are disclosure and reporting obligations likely to be impacted? How will the liabilities of issuers change? These and other key questions will be debated and discussed at Euromoney Legal Forum’s upcoming 5th Prospectus Rules Conference. Benefit from key debate and discussion on: Regulation of primary market issuance in the EU – how is it developing? Is it helping or hindering the market and is the goal of investor protection being achieved or confused? Outstanding PD II issues – get up to date clarification on ESMA’s guidance on delegated regulation on supplements, disclosure requirements, prospectus rules for structured products and more Product development – what impact are prospectus rules having on retail product issuance across the EU? Are the costs of compliance hindering product innovation and development? Prospectus Directive III - now is the time to make your voice heard on what should be included and improved on PRIPs regulation – how will the proposed Key Information Document (KID) work in parallel with the summary requirements of the PD? MiFID II – what will be the implications of proposed changes for the Prospectus Regime?
Day One: Wednesday 24th September 2014 08.30 Registration and refreshments 09.00 Opening remarks from the Chair 09.10 Keynote Address: How is the prospectus regime evolving in response to the changing market environment? · Assessing how the prospectus rules have worked since 2007wo · How have investors benefited from the regime? · How have issuers responded to the regulation? What has been the impact on product development and innovation? · Has the administrative load lightened for SMEs? · What are the next steps for regulating the securities markets? Stéphane Fekir, Policy Officer, DG Internal Market & Services, European Commission 09.40 ESMA update: Resolving and clarifying the outstanding questions around PD II · Clarifying recent advice and guidance · Dealing with unresolved questions around the consistency of implementation of the Amending requirements Ronan Dunne, Corporate Finance, European Securities and Markets Authority (ESMA) 10.10 Country update: Latest from Ireland on listing and prospectus rules · Responding to the increased activity in debt and equity markets – what opportunities and challenges does that present to the Central Bank of Ireland? · Balancing the competing interests of the market with investor protection · Regulating for a nascent retail market – aims and objectives · Working within and with the EU framework Donald MacLean, Deputy Head, Securities & Markets Supervision, Central Bank of Ireland 10.30 Morning coffee 11.00 Country update: Regulating under the prospectus rules in France · Interpreting and implementing the requirements of PD II - what are the key outstanding questions and challenges for the regulator and market? · How have wholesale and retail markets responded? · How should the prospectus rules evolve from here to support market development and ensure investor protection? François-Régis Benois, Head of Regulation, Listed Corporates Division, Autorité des marchés financiers (AMF), France 11.40 Industry panel: Working within the PD II regime – what implications is it having for debt and equity issuers? · Dealing with inconsistencies in interpretation by member states · Can one size fit all for regulating the wholesale and retail securities markets? · Practicalities of working within the regime – how to meet the requirement of comprehensibility? · Is the amended regime affecting product innovation and development? How have levels of issuance been affected? · To what extent are issuers seeking to avoid the PD? Carolyn Boey, Director, Associate General Counsel, Legal Department – EMEA, Bank of America Merrill Lynch Tom Shaw, Partner, Speechly Bircham LLP 12.30 Lunch 13.50 Latest on Prospectus Supplements – when is one required and what should be included? · What are the minimum situations when a supplement is required? · How will the supplement differ from what is already outlined in the base prospectus, summary and final terms? · Understanding what triggers the supplement requirement · What restrictions if any exist on the amount or form of information which can be included? · Clarifying walk-away rights in the context of supplements · The UKLA’s approach to supplementary prospectuses Ijeoma Okoli, Director, Commercial Banking Legal – Markets, Lloyds Bank 14.20 Understanding liabilities under the prospectus rules · Clarifying requirements regarding risk disclosure under current rules · Distinguishing between key and all risks – what needs to be included and where? · When could potential liability arise and at what cost? Dan Hirschovits, Associate, Davis Polk 14.50 Country update: Debt and equity issuances - latest developments · Combination of capital increase and convertibles · Updated prospectus documentation for ongoing offers Wolf von Kopp-Colomb, Head of Section Securities Supervision/Asset Management, BaFIN 15.20 Coffee 15.50 Regulating new product development – should crowdfunding be regulated under prospectus rules? · Assessing the growth of crowdfunding in the UK and its impact to date on the market · The UK’s approach to regulating crowdfunding · Is there a case for a European-wide system for regulating crowdfunding? · Is the Prospectus Directive the right framework in which to regulate crowdfunding in Europe? Charles Leveque, Partner, Harbottle & Lewis 16.20 Panel: Planning for PD III – what should be included? · To what extent should the scope of PD be extended to include more retail products such as mini bonds, crowd funding etc? · Assessing the specific frameworks for SME issuances which are being discussed · How should the proposed proportionate disclosure regime for SME issuances be handled? · What other items should be considered? Ruari Ewing, Director, Primary Markets – Market Practice and Regulatory Policy, International Capital Market Association Amanda Thomas, Partner – Head of ICM Know-How, Allen & Overy LLP 17.10 Closing remarks from the Chair 17.15 Close of Day One Day Two: Thursday 25th September 2014 08.30 Morning refreshments 09.15 Opening remarks from the Chair 09.20 Country update: Insights and updates on listing under prospectus rules in the Netherlands · Developments and trends in the Dutch primary markets · Investor protection and the PD – is transparency the holy grail? Barbara Antonides, Supervision Officer, Netherlands Authority for the Financial Markets 09.50 MiFID II and the prospectus rules – how will they interact? · What are the likely implications of MiFID II for the prospectus regime? · Understanding the updated definitions and scope as they compare to the prospectus rules · To what extent is there potential overlap in transparency, disclosure and reporting requirements · What is the current timetable for implementation? Rudolf H. Haas, Partner, Latham & Watkins 10.20 Changing issuer responsibilities under the Market Abuse regulatory regime · Aims and objectives of proposed new European market abuse regulations · Assessing new definitions of insider information · Understanding the scope of market soundings and wall crossings · Will issuers need to find new ways of coming to the market if rule remain prescriptive? Mike Flockhart, Partner, Herbert Smith Freehills 10.50 Morning coffee 11.20 Risks and rewards of issuance outside of the prospectus regime · To what extent are issuers seeking to avoid the prospectus rules? · Supervision process for exchange regulated markets Gerard Scully, Director of International Primary Markets, Irish Stock Exchange Carlo Oly, Head of Issuers and Clients, Bourse de Luxembourg 11.50 How are prospectus rules likely to be impacted by moves to change the regulation of retail structured products? · Assessing proposed changes to the regulation of retail structured products – what are the key areas of concern? · What new obligations are likely to emerge impacting prospectuses required for these products? · Is there a risk of overregulation in a product area already governed by so many pieces of legislation? · What impact are proposals having on market innovation and development? Is there a move away from complexity? Jeremy Jennings-Mares, Partner, Morrison & Foerster (UK) LLP 12.20 Discussion: Update on how the PRIIPS KID will interact with the Prospectus Directive · What will the KID look like? How will it compare with the PD summary? · How will KID overlap with the issue-specific summary? · What are the implications for the issuance timeframe? · What are the most challenging aspects of the regime? Fatema Caderbhoy, Vice President, Legal Counsel, Deutsche Bank Christian Vollmuth, Managing Director, Deutscher Derivate Verband (DDV) Ben Pugh, Legal Counsel, Derivative Securities Group, CIB Legal, BNP Paribas Penny Miller, Partner, Simmons & Simmons LLP 13.00 Close of conference