103:. The consultation paper of the commission suggested a division of disclosure duties, in periodic and ongoing obligations, for example for financial reports (periodical) and ad hoc notifications (ongoing), and a focus on the publications of those information through a medium on a Europe-wide basis as well as the control of these duties by the national supervisory authorities. Until the end of the consultation period the commission received 90 contributions from market participants all over Europe, whereas most of the answers came from British and German interest groups. Mostly these answers complied with the suggestions, which were made up by the commission.
373:, an interim management report (including major events in the first half-year, a forecast for the next half-year and their possible impacts and further financial statements) and a statement by officials that the financial statements were set up in compliance with the applicable accounting standards. In case this half-yearly report gets audited, the audit report has to be published as well.
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regulated market, Directive 2003/71/EC of the
European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and Commission Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC
611:
regulated market, Directive 2003/71/EC of the
European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and Commission Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC
352:
and has to ensure that this report is accessible for at least five years. The annual financial report has to include the audited financial statements, a management report and a statement by officials that the financial statements were set up in compliance with the applicable accounting standards. In
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of the
European Union announced the first consultation regarding the transparency on publicly traded companies. This first consultation period lasted from 17 July 2001 until 30 September 2001. During that time interested parties were able to contribute comments on the proposals, which the commission
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Directive 2013/50/EU of the
European Parliament and of the Council of 22 October 2013 amending Directive 2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a
610:
Directive 2013/50/EU of the
European Parliament and of the Council of 22 October 2013 amending Directive 2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a
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have to provide information to each other, e.g. disclose the holding of voting rights, this information has to be filed with the state authority at the same time as well. The same applies for issuers, who propose the annual meeting to change their articles of incorporation.
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Directive 2004/109/EC of the
European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive
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Directive 2004/109/EC of the
European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive
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of such transactions, as soon as the acquisition or disposal of shares results in an amount of voting rights, that exceeds, falls below or reaches the threshold of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of the total amount of voting rights issued.
57:
within the
European Union, and further market participants. The aims of these amendments are to establish minimum requirements regarding the financial information distribution all over the European Union and an increase in transparency at the
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The
Transparency Directive was amended in 2013 by the Transparency Directive Amending Directive (TDAD), Directive 2013/50/EU. The final date for member states to implement the TDAD was 26 November 2015. The TDAD contains these elements:
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was published on 11 May 2004. This unofficial version covered all of the topics discussed in the former consultation process, such as periodical financial reporting, transparency in shareholder structure and publication of information.
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drafted in its own consultation paper, regarding the new regime on disclosure requirements. Interested parties could be the issuers themselves, national agencies and associations, state authorities and
European authorities, such as
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to disclose such information, which is necessary to fulfill their requirements. Additionally the authorities shall be empowered to carry out on-site inspection, to verify compliance with the statutory requirements.
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This notification has to include the amount of voting rights held after acquisition/disposal, the day on which the event took place, the chain of controlled undertakings or the name of the (directly invested)
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Hutter, Dr. Stephan/Kaulamo, Dr. Katja (2007): Das Transparenzrichtlinie-Umsetzungsgesetz: Änderungen der Regelpublizität und das neue Veröffentlichungsregime für Kapitalmarktinformationen, in: NJW 2007, p.
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Issuers who have activities in the extractive or logging of primary forest industries should disclose in a separate report, on an annual basis, payments made to governments in the countries in which they
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Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing and on information to be published on those securities
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Notification of major holdings of voting rights should include cash-settlement financial instruments with similar economic effect to holding shares and entitlements to acquire shares
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issued in 2004, revising an earlier Directive 2001/34/EC. The Transparency Directive was amended in 2013 by the Transparency Directive Amending Directive (Directive 2013/50/EU).
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561:. Especially the authorities should be able to require involved parties to provide them with information and documents regarding each single case or require the
452:, which result in the entitlement to acquire voting rights, whereas the acquisition is based on the holder's initiative. These regulations should not apply for
151:, especially in terms of financial reporting, voting rights, directors' dealing, stock options, employee shares schemes and equal treatment of shareholders.
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Hutter, Dr. Stephan/Kaulamo, Dr. Katja (2007): Das Transparenzrichtlinie-Umsetzungsgesetz: Änderungen der anlassabhängigen Publizität, in: NJW 2007, p. 477
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Hutter, Dr. Stephan/Kaulamo, Dr. Katja (2007): Das Transparenzrichtlinie-Umsetzungsgesetz: Änderungen der anlassabhängigen Publizität, in: NJW 2007, p. 474
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Hutter, Dr. Stephan/Kaulamo, Dr. Katja (2007): Das Transparenzrichtlinie-Umsetzungsgesetz: Änderungen der anlassabhängigen Publizität, in: NJW 2007, p. 471
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from which the notifying party gets attributed the voting rights. Furthermore, a notification is required when a natural person or legal entity holds
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to ensure the exercise of their rights. person to exercise their voting and/or financial rights, either in paper or electronic form. After the
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should transform the regulations, agreed on in the Directive, into national law within the next two years, not later that 20 January 2007.
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Voting rights be deposited with a third person (whereas the third person is allowed to exercise the voting rights on its own discretion)
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Issuers should prepare their annual financial reports in the European single electronic reporting format (ESEF) (from 1 January 2020 on)
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are admitted to trading on a regulated market was adopted on 17 December 2004. After the announcement of the Directive in the
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Issuers are no longer obliged to publish interim reports (unless a Member State chooses to still impose it as an obligation)
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ESMA should develop and operate a web portal serving as a European electronic access point (EEAP) for regulated information
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after the end of this relevant period. This report has to include the financial statements for the first half of the
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has to designate a state authority, which should be responsible for carrying out the obligations regarding
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and in investor protection to meet information deficits in a developing financial market environment.
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The Directive specifies a range of regulations which have to be transformed into national law by the
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launched a second and final consultation period, which lasted from 8 May 2002 until 5 July 2002. The
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in their trading book, and holding less than 10% of the total amount of voting rights issued.
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Voting rights are held by a third party and will be transferred temporarily to a different
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has to publish its annual financial report not later than four months after the end of the
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defines several terms, which are used in the new regulations, either by referring to other
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and regulates requirements regarding the disclosure of periodic and ongoing information.
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revised its consultation paper to present it to the public another time. In May 2002 the
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addition to the annual financial report the audit report should be published, as well.
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on the harmonisation of transparency requirements in relation to information about
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Gutzy, Jochen/Märzheuser, Michael (2007): Praxishandbuch Ad-hoc-Publizität, p. 49
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have to make all available all kinds of information that are necessary for the
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The Transparency Directive improves the harmonisation of information duties of
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are admitted to trading on a regulated market situated or operating within a
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Reducing the lowest threshold regarding notifications of major voting rights
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Responsibility of state authorities for supervision (in cooperation with
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This notification requirement can also be based on the following cases:
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The process, which resulted in the 2004 version of the EU Transparency
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These suggestions were basically confirmed by the interested parties.
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European Commission – Transparency requirements for listed companies
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This article incorporates text from this source, which is in the
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has to publish a financial report covering the first half of the
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Lower initial threshold for notifications of voting rights at 5%
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and settlement purposes and credit institutions, holding the
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Financial reporting requirements based on the annual turnover
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have to empower the authorities to achieve the aims of the
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Time limit for filing such notification: 5 calendar days
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The final version of the Directive 2004/109/EC of the
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by admitting proxy voting rights and electronic voting
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equally, which are in the same position. Furthermore
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The Transparency Directive Amending Directive of 2013
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Publication of information via newspaper and internet
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Voting rights being held by a controlled undertaking
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106:However, there have also been some amendments:
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476:Information requirements for issuers
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154:In detail, those suggestions were:
115:International Accounting Standards
86:The Transparency Directive of 2004
67:Transparency Obligations Directive
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439:Exercising voting rights as proxy
131:After the first consultation the
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202:Council of the European Union
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331:or by its own definition.
75:United Kingdom company law
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222:European Parliament
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319:Definitions
275:Regulations
224:and of the
200:and to the
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712:2001/34/EC
588:2001/34/EC
574:References
423:collateral
329:Directives
309:securities
234:securities
190:Commission
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559:Directive
502:dividends
325:Directive
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261:operate
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226:Council
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