5.9 Listing and the Information Management Regime 193which applies to all limited-liability companies, and the SE Regulation contain
disclosure rules relating to transactions that must be approved by the general meet-
ing (see above).
The Listing Directive provides that “[t]he listing particulars shall contain the in-
formation which, according to the particular nature of the issuer and of the securi-
ties for the admission of which application is being made, is necessary to enable
investors and their investment advisers to make an informed assessment of the as-
sets and liabilities, financial position, profits and losses, and prospects of the is-
suer and of the rights attaching to such securities”.^255
The Directive on takeover bids provides for disclosure in the context of volun-
tary or mandatory takeover bids. The Directive applies where all or some of the
securities covered by the bid have been admitted to trading on a regulated mar-
ket.^256
Summary. Many disclosure obligations therefore depend on the Member State
and whether securities issued by the company are admitted to trading on a regu-
lated market or an unregulated market. Some disclosure obligations apply to all
companies.
5.9.2 Listing Conditions
General Remarks
Issuers must comply with listing rules when they apply for a listing. One of the
most common requirements is the publication of a prospectus. There is not
complete harmonisation of listing and prospectus rules in the EU. In particular, a
market can be either a regulated market under Community law or an unregulated
or exchange-regulated one, and different regulated markets can apply different
listing conditions. This can be illustrated by the Frankfurt and London markets.
Frankfurt. In 2008, issuers on the Frankfurt Stock Exchange, the largest
German stock exchange, were able to choose between a listing in Prime Standard,
General Standard, Entry Standard, and Open Market.
The Open Market is not regarded as a regulated market under Community law.
The Entry Standard is a segment of the Open Market. It is open to companies that
want to include their shares in trading with reduced formal requirements. The
legal framework of the Entry Standard is defined by the “General Terms and
Conditions for the Regulated Unofficial Market”. Issuers must comply with
national provisions governing public offerings (WpPG, the German Securities
Prospectus Act) and national insider trading rules (WpHG, the German Securities
Trading Act). Entry Standard companies must publish audited annual financial
statements, including a management report, within six months after the end of the
reporting period. Financial statements must be prepared in accordance with
national accounting standards (such as the HGB standard preferred by Mittelstand
(^255) Article 21(1) of Directive 2001/34/EC (Listing Directive).
(^256) Article 1(1) of Directive 2004/25/EC (Directive on takeover bids).