In late 2010, we reported on certain key changes to the EU Prospectus Directive (2003/71/EC) as a result of EU Directive 2010/73/EU (Amending Directive) of which Swiss issuers and capital markets practitioners should be aware. See CapLaw-2010-51. Once implemented (i.e. transposed into national law) by the various member states of the European Economic Area (EEA), the amendments will have a significant impact on both debt and equity offerings within the EEA. The deadline for implementation is 1 July 2012.

By the same deadline, the European Commission (Commission) must adopt certain delegated acts, i.e. corresponding amendments to Commission Regulation (EC) 809/2044 (Prospectus Regulation) to implement the new framework contemplated by the Amending Directive (Amending Regulation). Due to the need to provide legal clarity to market actors, the Amending Regulation is expected to be published in the Official Journal of the European Union by 1 July 2012. The Commission is relying on the European Securities and Markets Authority (ESMA) for technical advice on the amendments. ESMA has submitted the first and second part of its final advice to the Commission on 4 October 2011 and 29 February 2012, respectively, and the Commission has published a draft of the Amending Regulation on 30 March 2012.