5.9 Listing and the Information Management Regime 189Remaining differences. While the form and content of information that listed
companies are required to produce have largely been harmonised, important dif-
ferences remain.
First, not all markets are regulated markets and there are regulated markets
with different listing requirements (see also section 5.9.2).
This can be illustrated by the Frankfurt, London, and Copenhagen stock exchanges. There
are two main regulated markets in Frankfurt. There is one regulated market in London and
Copenhagen.
In Frankfurt, issuers who prefer a regulated market^234 can choose either General Stan-
dard or its Prime Standard segment with increased reporting and transparency requirements
(quarterly financial statements in English, corporate action timetable, analyst conference).
While General Standard is designed to cut costs, Prime Standard is designed to attract in-
ternational investors. (There are also regional stock exchanges in Germany.)
In the London market, a distinction is made between “listed” securities and other securi-
ties admitted to trading. The UK has made a policy decision to single out the officially
listed segment of the securities market and to subject it to public regulation that extends be-
yond the minimum that is necessary to give effect to EU securities markets directives.^235
In Denmark, Københavns Fondsbørs is a “regulated market” that falls within the full
scope of the Community legal regime. Dansk Autoriseret Markedsplads (AMP) is a
“regulated market” subject to a lighter regulatory regime but still governed by the same
Community legal regime as Københavns Fondsbørs.^236
In practice, exceptions to the duty to publish a prospectus under the Prospectus Di-
rective (section 5.9.3) have played an important role in the emergence of second-
tier markets with a lighter regulatory touch (for listing conditions, see section
5.9.2).^237 If a market is not a “regulated market” under the MiFID, admission to
trading does not have to be subject to mandatory requirements to publish a pro-
spectus (unless there is a public offering of securities)^238 or periodic disclosure re-
quirements.
In Frankfurt, First Quotation Board (Open Market, Freiverkehr) and Entry Standard are un-
official markets regulated by Deutsche Börse AG (exchange-regulated markets). The Mar-
ket Abuse Directive and provisions on public offerings apply to both. Compared with Open
Market, Entry Standard is subject to additional transparency requirements.
In London, AIM is regulated by the London Stock Exchange plc and is therefore an ex-
change-regulated market rather than a “regulated market” under the MiFID. For example,
AIM companies are not subject to disclosure requirements in respect of their compliance
with the Combined Code on Corporate Governance.^239
(^234) § 2(5) WpHG.
(^235) It does so via provisions in the FSMA 2000 and associated regulations, and the Listing
Rules, which are part of the FSA Handbook. Ferran E, Principles of Corporate Finance
Law. OUP, Oxford (2008) p 425.
(^236) See Kaspersen H, Børsintroduktion på dansk AMP, NTS 2006:4 pp 110–122.
(^237) See Alcock A, The Rise and Fall of UK Quoted Company Regulation, JBL 2007 pp
744–745.
(^238) See Article 3(1) of Directive 2003/71/EC (Prospectus Directive).
(^239) Ferran E, Principles of Corporate Finance Law. OUP, Oxford (2008) pp 428–429.