Regulating EU Capital Markets Union Volume I: Fundamentals of a European Code

The current framework of EU regulation concerning capital markets is complex and partly inconsistent in the way that it is applied in the various Member States. Through the Capital Markets Union (CMU) project the European Union is pursuing the goal of establishing a true single market for capital in Europe. Regulating EU Capital Markets Union: Fundamentals of a European Code is the first of a two-volume series proposing the codification of EU legislature as a way to establish this goal. This book analyses all existing capital markets regulation. It explains the idea of codification, looks at the added value of a European Capital Markets Code, discusses key concepts of the current regimes and elaborates on the goals of the future codification act. The work explores the idea that the provisions spread over numerous rulebooks should be brought together in a single legal act in the form of a regulation and organized in a systematic way to reduce complexity thereby facilitating accessibility of capital markets law. Drawing on the experience of academics from various European countries, this volume discusses possible contents of a European Capital Markets Code, addresses approaches to regulatory reforms and explores the role of private enforcement.

1 - The Idea of Codification of European Capital Markets Law
2 - The Draft US Federal Securities Code - Lessons for Codifying EU Capital Markets Law
3 - European Capital Markets Code: The Treaty Framework
4 - The Legislative Style of Codification: the example of compliance within investments firms
5 - Sanctions and Degree of Harmonization
6 - Efficient and Properly Functioning Capital Markets - Regulatory Objectives in a European Capital Markets Code
7 - Regulatory Objectives and Strategies: Investor Protection
8 - Market Transactions and the Case of Insider Dealing - Drawing the Line between Legal and Illegal Behaviour
9 - Regulatory Objectives: Financial Stability
10 - Sustainability and ESG Aspects
11 - Managing the Conflicts Between Regulatory Goals
12 - Regulatory Goals in Capital Markets Law - Reflections on the Value of Provisions on Goals in a Codification Act
13 - Proportionality in a European Capital Markets Code
14 - Defining 'Securities' in the European Capital Markets Code
15 - DLT-based instruments in the context of securities definitions
16 - Prospectuses: Primary Markets Law in a European Capital Markets Code
17 - Market Abuse - Codifying the Core Elements of the Market Abuse Regime in the MAR and the CRIM-MAD
18 - The Limits of Including Financial Disclosure Rules in a European Capital Markets Code
19 - Investment Services
20 - Public Takeovers
21 - Conclusion

Rüdiger Veil holds the chair for civil law and business law at Ludwig-Maximilians-University, Munich. He graduated at Humboldt University, Berlin in 1995 with a doctoral thesis on 'Conversion of a Stock Corporation'. In 2002, he obtained his habilitation at Humboldt University with a book on 'Inter-company Agreements'. Rüdiger Veil has published books on 'European Capital Markets Law' (3rd. edition 2022) and on 'The Law of Corporations' (6th. edition 2015) and more than 100 articles in top ranked journals and research handbooks. He has acted as an expert for the German, European, Chinese and Russian parliament on draft laws on corporate law and capital markets law. He was a member of the ESMA Securities and Markets Stakeholder Group (SMSG) from 2014 to 2018; from September 2016 to December 2018 he was the group's Chair. ESMA has appointed him as an Alternate Member of the ESA Joint Board of Appeal in 2021.