What's New in the European Union

If you’re operating stock plans outside the U.S., whether it’s in one country or dozens, you are likely aware of the challenges in keeping up with regulations from afar.

Our series of NASPP Country Summaries and Guides have helped stock plan administrators stay informed on a myriad of considerations in offering equity compensation in several jurisdictions.

If you operate a stock plan in the European Union, or are considering doing so, you’ll want to be informed on the Prospectus Regulation by way of our  EU Guide.

What's the European Union Prospectus Regulation?

In summary, “The European Union (“EU”) Prospectus Regulation1 (the “Prospectus Regulation”) came into force on July 20, 2017 and repealed and replaced the EU Prospectus Directive2 entirely from July 21, 2019. The Prospectus Regulation now lays down the harmonized requirements governing the content, format, approval and publication of prospectuses for the offer and sale of transferable securities in a regulated market in the European Economic Area (the “EEA”).3 Most of the key provisions have been carried over from the previous legislative regime with the continued aim of providing “a harmonised framework to ensure uniformity of disclosure and the functioning of the passport in the Union" by laying down "a regulatory framework for prospectuses at Union level.”

The Guide to European Union, authored by John Papadakis of Jones Day in the UK, is available to NASPP members and covers:

• EU law and its application in member states
• Application of the Prospectus Regulation to stock and options
• Exemptions from the obligation to publish a prospectus
• Prospectus required if no exemption
• Sanctions

We’ve Country Guides specific to stock plan compliance for several countries. This is the essential place to start if you are seeking the lay-of-the land on the securities, tax, exchange control and labor climate in a jurisdiction.