Abstract
This chapter critically analyses some legal issues related to information disclosure in secondary markets that arise from the interplay amongst several pieces of European securities regulation. This analysis focuses on the extent to which the regulatory framework is applied uniformly in the Member States. In doing so, the chapter highlights some major differences between the European and the US regulatory systems concerning several detailed issues, based on the traditional law and finance theory of information. The scope of this chapter is not to fully analyse the covered issues providing legal answers, nor to deal with issues related to enforcement. Instead, the scope is to present some reflections on some critical elements of the European regulatory framework also from a comparative perspective with the US system. This chapter analyses the resulting complexity of the European disclosure regime in the secondary market. While the continuous disclosure obligation is provided for with a regulation, the other pieces of the regulatory puzzle are mostly provided for by directives that must be implemented by Member States, thereby having a certain degree of freedom. This means that the assumed residuality of Member State law in the case of prospectus disclosure, takeover disclosure, and major shareholding disclosure, makes the regulatory disclosure of the (secondary) market regime in Europe complex and potentially not coherent and homogeneous and, to some extent, also uncertain.