European Securities and Markets Authority publishes final advice to streamline prospectus requirements and assess civil prospectus liability

The European Securities and Markets Authority (ESMA) has published final reports providing technical advice on the Prospectus Regulation and on civil prospectus liability, aimed at reducing regulatory burden to facilitate capital market activity. The package also reflects the results of ESMA’s call for evidence on civil prospectus liability. On the Prospectus Regulation, the advice covers prospectus content and format, proposed disclosure annexes for non-equity securities marketed with ESG features, guidance on scrutiny and prospectus approval procedures, and proposed updates to data reporting requirements to reflect changes introduced by the Listing Act and the implementation of the European Single Access Point (ESAP). On civil prospectus liability, ESMA summarises stakeholder feedback that the current regime is viewed by many respondents as well-balanced and not requiring reform at this stage, sets out ESMA’s resulting advice, and updates the civil-liability sections of its 2013 report on prospectus liability. ESMA has submitted the reports to the European Commission. For the updated data reporting requirements, the Commission has three months, extendable by one month, to decide whether to adopt the regulatory technical standards updating Commission Delegated Regulation 2019/979, and it must present a report to the European Parliament and the Council by 31 December 2025 assessing liability for prospectus information and whether further harmonisation could be warranted.