5.9 Listing and the Information Management Regime 209MiFID and Directive 2006/73 provide for a risk management regime for invest-
ment firms to which the MiFID applies (Volume I).
Disclosure of basic information about companies. Those duties are comple-
mented by the duty to disclose basic information about the company. The most
important rules can be found in the First and Second Company Law Directives.
The Second Company Law Directive lays down the minimum contents of the
statutes of a limited liability company in the EU.^358 Many of these rules relate to
shares and the share capital of the company.
The First Company Law Directive requires each Member State to maintain a
central register, commercial register or companies register for limited liability
companies. (a) The First Directive also provides for the compulsory disclosure of
several documents. For example, companies must file the company’s constitu-
tional documents such as statutes or articles of association, and the balance sheet
and profit and loss account for each financial year.^359 (b) All limited-liability com-
panies must publish information about persons “who either as a body constituted
pursuant to law or as members of any such body: (i) are authorised to represent the
company in dealings with third parties and in legal proceedings; (ii) take part in
the administration, supervision or control of the company”.^360 However, the im-
portance of information about these bodies varies between companies formed in
different Member States because the role of statutory bodies in the management of
the company depends on the law that governs the company, the size of the com-
pany, business culture, and other matters. (c) Third parties can obtain copies of
documents or particulars filed by companies.^361 On the other, third parties are ex-
pected to have knowledge of information filed with the register and published.
Third parties also have a right to rely on information published by the company in
this way.^362
According to the First Directive, a limited-liability company must also disclose
its registration number and legal form in letters and order forms.^363
5.9.7 Prohibition of Market Abuse
The prohibition of market abuse is an important part of the legal framework that
applies to listed companies. The Directive on market abuse prohibits two main
forms of market abuse: insider trading; and market manipulation. It has a wider
scope compared with the directive it replaced.^364
Scope. The scope of the Market Abuse Directive is governed by two concepts:
financial instruments and regulated markets. The Directive applies where financial
instruments are traded on a regulated market in the EU.
(^358) Articles 2 and 3 of Directive 77/91/EEC (Second Company Law Directive).
(^359) Article 2 of Directive 68/151/EEC (First Company Law Directive).
(^360) Article 2 of Directive 68/151/EEC (First Company Law Directive).
(^361) Article 3 of Directive 68/151/EEC (First Company Law Directive).
(^362) Article 3 of Directive 68/151/EEC (First Company Law Directive).
(^363) Article 4 of Directive 68/151/EEC (First Company Law Directive).
(^364) Directive 89/592/EEC (Insider Dealing Directive).