Market Abuse Regulation: Commentary and Annotated Guide (Oxford EU Financial Regulation) PDF
Preview Market Abuse Regulation: Commentary and Annotated Guide (Oxford EU Financial Regulation)
MARKET ABUSE REGULATION Commentary and Annotated Guide OXFORD EU FINANCIAL REGULATION SERIES The Oxford EU Financial Regulation Series provides rigorous analysis of all aspects of EU Financial Regulation and covers the regulation of banks, capital markets, insurance undertakings, asset man- agers, payment institutions, and financial infrastructures. The series considers Brexit and third- country relations. The aim of the series is to provide high-quality dissection of and comment on EU Regulations and Directives, and the EU financial regulation framework as a whole. Titles in the series consider the elements of both theory and practice necessary for proper understanding, analysing the legal frame- work in the context of its practical, political and economic background, and offering a sound basis for interpretation. Series Editors: DANNY BUSCH Professor of Financial Law and founding Director of the Financial Law Centre (FLC), Radboud University Nijmegen; Research Fellow at Harris Manchester College, and Fellow at the Commercial Law Centre, University of Oxford; Visiting Professor at Università Cattolica del Sacro Cuore di Milano; Visiting Professor at Université de Nice Côte d’Azur; Member of the Academic Board of the European Banking Institute (EBI), Frankfurt; Member of the Appeals Committee of the Financial Services Complaints Tribunal (KiFiD) (Klachteninstituut Financiële Dienstverlening or KiFiD); GUIDO FERRARINI Emeritus Professor of Business Law, University of Genoa; Visiting Professor at Radboud University Nijmegen; Member of the Academic Board of the European Banking Institute (EBI), Frankfurt; Founder and fellow of the European Corporate Governance Institute (ECGI), Brussels; Former member of the Board of Trustees, International Accounting Standards Committee (IASC), London. Volumes in the series: Busch and DeMott (eds): Liability of Asset Managers (published in 2012) Van Setten and Busch (eds): Alternative Investment Funds in Europe: Law & Practice (published in 2014) Busch and Ferrarini (eds): European Banking Union (published in 2015) Busch and Ferrarini (eds): Regulation of the EU Financial Markets: MiFID II & MiFIR (published in 2017) Busch, Avgouleas, and Ferrarini (eds): Capital Markets Union in Europe (published in 2018) Busch, Ferrarini, and Solinge (eds): Governance of Financial Institutions (published in 2019) Busch, Ferrarini, and Franx (eds): Prospectus Regulation and Prospectus Liability (published in 2020) Busch and Ferrarini (eds): European Banking Union 2nd ed. (published in 2020) Binder and Saguato (eds): The Law and Regulation of Financial Market Infrastructures (forthcoming 2021) Ortolani & Louisse (eds): The EU Crowdfunding Regulation (published in 2021) Joosen, Lamandini, and Tröger (eds): Capital and Liquidity Requirements for EU Banks: CRR2 and CRDV (forthcoming 2022) MARKET ABUSE REGULATION Commentary and Annotated Guide Second Edition Edited by Marco Ventoruzzo Sebastian Mock 1 3 Great Clarendon Street, Oxford, OX2 6DP, United Kingdom Oxford University Press is a department of the University of Oxford. It furthers the University’s objective of excellence in research, scholarship, and education by publishing worldwide. Oxford is a registered trade mark of Oxford University Press in the UK and in certain other countries © The Editors and several Contributors 2022 The moral rights of the authors have been asserted First Edition published in 2017 Second Edition published in 2022 Impression: 1 All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, without the prior permission in writing of Oxford University Press, or as expressly permitted by law, by licence or under terms agreed with the appropriate reprographics rights organization. Enquiries concerning reproduction outside the scope of the above should be sent to the Rights Department, Oxford University Press, at the address above You must not circulate this work in any other form and you must impose this same condition on any acquirer Public sector information reproduced under Open Government Licence v3.0 (http:// www.nationalarchives.gov.uk/ doc/ open- government- licence/ open- government- licence.htm) Published in the United States of America by Oxford University Press 198 Madison Avenue, New York, NY 10016, United States of America British Library Cataloguing in Publication Data Data available Library of Congress Control Number: 2021947054 ISBN 978– 0– 19– 887109– 5 DOI: 10.1093/ OLRL/ 9780198871095.001.0001 Printed and bound in the UK by TJ Books Limited Links to third party websites are provided by Oxford in good faith and for information only. Oxford disclaims any responsibility for the materials contained in any third party website referenced in this work. Alla piccola Giulia, con amore— M.V. Für Friedrich and Jesper — S.M. Series Editors’ Preface This second edition of Marco Ventoruzzo’s and Sebastian Mock’s Market Abuse Regulation— Commentary and Annotated Guide offers a thorough revision and expansion of the first edi- tion of this successful work. The book is divided in two parts: (i) Part A: Annotated Guide and (ii) Part B: Commentary. Part A (Annotated Guide) of the book provides an in-depth analysis and discussion of (i) the history, application, interpretation, and legal sources of the Market Abuse Regulation (MAR); (ii) the concepts of insider dealing and market manipulation; (iii) the public dis- closure regime of inside information and market abuse; (iv) public and private enforce- ment of MAR; (v) MAR in international jurisdiction and conflict of laws; and (vi) criminal sanctions. Part B (Commentary) offers a detailed article-by-article commentary which follows the structure of MAR: (i) general provisions; (ii) inside information, insider dealing, unlawful disclosure of inside information, and market manipulation; (iii) disclosure requirements; (iv) ESMA and competent authorities; (v) administrative measures and sanctions; (vi) pro- visions on delegated and implementing acts; and (vii) final provisions. We believe that this dual approach is highly valuable for any scholar or practitioner dealing with the rules of MAR. In this book, they will find answers to both practical questions re- quiring a detailed analysis of the text of a specific article and more fundamental questions dealing with the fundamental principles behind those provisions. The Series Editors are pleased to include this second edition of the work in the Oxford EU Financial Regulation Series. Danny Busch—Nijmegen, The Netherlands Veerle Colaert—Leuven, Belgium Guido Ferrarini—Genoa, Italy Preface The Market Abuse Regulation is still one of the centre pieces of the new Capital Market Union of the European Union. Since the publication of the first edition of this book in 2017, a rather small reform of the Market Abuse Regulation took place, new case law by the European Court of Justice and by the courts in the Member States emerged and numerous papers, essays and books on the Market Abuse Regulation were published. These develop- ments made it necessary to release a second edition of this book, which still follows the ap- proach of a mixed format: part essays on specific concepts, and part analytical commentary, provision by provision, of the Market Abuse Regulation. In the second edition all chapter were revised considering all new developments and new chapters on criminal sanctions, on the private enforcement of the Market Abuse Regulation in several Member States and on the MAR in international jurisdictions and conflicts of laws were added. Also, Enrico Basile, Johannes W. Flume, Paolo Giudici, Stefano Lombardo, Morten Kinander, Fernando Marín de la Bárcena, Aurelio Gurrea Martinez, David Pérez Millán and Susanne Zwirlein- Forschner joined the team of authors. Our goal is still to combine a thorough technical analysis of the provisions of the Market Abuse Regulation, which hopefully will be helpful for practitioners, academics and law stu- dents; with a general part on selected topics that cuts across more specific details, offering a broader systematic view. Marco Ventoruzzo/ Sebastian Mock Milan/ Vienna
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