Who Is Responsible For A Company's Prospectus When The Company’s Shares Have Been Admitted For Trading On A Regulated Market?
Andreas Blomquist, Legal Counsel, NASDAQ OMX, Sweden
Who is responsible for a company’s prospectus when the company’s shares have been admitted for trading on a regulated market? At times a discussion arises as to whether others than the company itself or its board of directors could be held liable to pay damages for financial losses caused by errors or omissions in the prospectus. By outlining the basis for the responsibility of a company’s prospectus based on securities, company and tort law this paper is aiming to describe and discuss the situation in Sweden with special focus on the Exchange’s perspective. An overview of the relevant rules in the other Nordic countries is also presented.
A company must issue a prospectus in a number of situations. This paper focuses on the obligation of a limited liability company to prepare a prospectus when applying for admission to trading of its shares on a regulated market.