5.9 Listing and the Information Management Regime 207Major transactions that affect share price can trigger disclosure obligations un-
der the Market Abuse Directive and the Listing Directive.
Information must be disclosed to shareholders before the general meeting under
the Second, Third and Sixth Company Law Directives,^342 the Directive on cross-
border mergers^343 and the SE Regulation.^344 This is because many transactions re-
lating to capital and structural change must be approved by the general meeting.
The Transparency Directive also lays down a general obligation of the issuer to
“ensure that all the facilities and information necessary to enable holders of shares
to exercise their rights are available in the home Member State”.^345
Where a company offers shares to the public or applies for a stock exchange
listing, many disclosure obligations will be triggered (see above) by provisions
implementing the Prospectus Directive^346 and/or the Listing Directive.^347
The Takeover Directive requires disclosure in the context of voluntary or man-
datory takeover bids (sections 10.3.2 and 19.9).
Disclosure of major holdings: the Transparency Directive. The Transparency
Directive lays down an obligation to disclose information about major holdings
(section 19.3).
A person acquiring or disposing of shares so that its holding with a publicly
traded company reaches, exceeds or falls below certain thresholds must inform the
company, which is in its turn responsible for disclosing this information to the
public. The thresholds are 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of vot-
ing rights.^348
5.9.5 Disclosure of Risk
A listed company must disclose its risk factors and risk management policies (for
a fuller account, see Volume I). Disclosure makes it easier for banks, shareholders
and other investors to monitor the risk level of the firm. In the US, many of those
disclosure obligations are based on the Sarbanes-Oxley Act.
Disclosure of risk factors. In the EU, the general disclosure of risk factors can
be based on IFRS,^349 the Accounting Directives^350 and the Transparency Direc-
tive.^351 For example, the Transparency Directive requires issuers of listed securi-
ties to make a statement on risk in the annual financial report and in half-yearly fi-
(^342) Directives 77/91/EEC, 78/855/EEC, and 82/891/EEC.
(^343) Directive 2005/56/EC on cross-border mergers of limited liability companies.
(^344) Regulation 2157/2001 on the Statute for a European company (SE Regulation).
(^345) Article 13(2) of Directive 2004/109/EC (Transparency Directive).
(^346) Directive 2003/71/EC (Prospectus Directive).
(^347) Directive 2001/34/EC (Listing Directive).
(^348) Article 9(1) of Directive 2004/109/EC (Transparency Directive).
(^349) See IAS 1.8, IAS 32 and IFRS 7.
(^350) Article 46(2)(f) of Directive 78/660/EEC (as amended) and Article 36(2)(e) of Directive
83/349/EEC (as amended).
(^351) See Articles 4(2), 5(2) and 5(4) of Directive 2004/109/EC (Transparency Directive).