190 5 Equity and Shareholders’ Capital
In Copenhagen, First North is an exchange-regulated market not regarded as a
“regulated market” under the MIFiD.^240
Second, private companies are basically not part of this regime. One could never-
theless say that the information management regime for listed companies “pene-
trates”^241 the separate legal personality of a listed company where a listed com-
pany must disclose information about a private company (its subsidiaries,
affiliates or contract parties) or where a private company must disclose informa-
tion about matters relating to a listed company or its shares (usually as a share-
holder).
Third, it has largely been left open by whom (which organs, which people) fi-
nancial information is to be produced. The duty to produce financial information
depends largely on the regulation of corporate governance in each member State’s
company and capital market laws.
Fourth, checks and balances and the incentives to produce truthful information
have not been harmonised. Generally, Member States may have addressed agency
problems in different ways.
Fifth, the lack of harmonisation of core questions of corporate governance
means that there is substantial variety in the way questions of corporate govern-
ance are handled by different Member States. For example, disclosure has tradi-
tionally been the most important principle of British company law, but German
company law has traditionally relied on mandatory legal rules, structural meas-
ures, and mixed monitoring.
Sixth, there is variation between different Member States as regards the level of
discretion left to companies to organise their internal affairs. There is also varia-
tion between companies within a single state.
For these reasons, the reliability of financial and other information published
by companies can vary both between one Member State and another and between
one company and another within a single state.
Periodic information. EU company law requires the publication of annual ac-
counts (the Fourth Directive) and consolidated accounts (the Seventh Directive).
The Transparency Directive establishes requirements in relation to the disclo-
sure of periodic and ongoing information about issuers whose securities are al-
ready admitted to trading on a regulated market situated or operating within a
Member State.^242 The Transparency Directive requires those companies to publish
annual and semi-annual reports. Although there is no obligation to publish quar-
terly reports (and the Transparency Directive is less demanding than the highest
existing national standards which require quarterly reporting), there is a duty to
publish interim management statements (which are broadly equivalent to quarterly
(^240) See Kaspersen H, Børsintroduktion på dansk AMP, NTS 2006:4 pp 110–122.
(^241) For the concept of penetration, see Chapter 2 of Mäntysaari P, Comparative Corporate
Governance. Shareholders as a Rule-maker. Springer, Berlin Heidelberg (2005).
(^242) Article 1(1) of Directive 2004/109/EC (Transparency Directive).