192 5 Equity and Shareholders’ Capital
The Directive on statutory audits^246 clarifies the duties of statutory auditors and
sets out certain ethical principles to ensure their objectivity and independence. For
example, the Directive contains provisions on: the introduction of an annual trans-
parency report for audit firms; auditor rotation; audit quality reviews; the ap-
pointment of the statutory auditor or audit firm on the basis of a selection by the
audit committee; and contacts between the statutory auditor and the audit commit-
tee.
Ongoing obligations to disclose information to the public. The most important
rules on ad-hoc disclosure are based on the Market Abuse Directive and the
Transparency Directive. The Listing Directive contains further rules on ad-hoc
disclosure.
The issuer of securities admitted to trading on a regulated market in a Member
State must disclose inside information to the public.^247 In some cases, disclosure of
inside information may be delayed, provided that the delay would not be likely to
mislead the public and the issuer is able to ensure the confidentiality of that infor-
mation.^248 There are also rules on selective disclosure.^249
The Listing Directive determines what information must be published in the
listing particulars and provides for continuing obligations. As the Market Abuse
Directive, the Listing Directive provides that “[t]he company must inform the pub-
lic as soon as possible of any major new developments in its sphere of activity
which are not public knowledge and which may, by virtue of their effect on its as-
sets and liabilities or financial position or on the general course of its business,
lead to substantial movements in the prices of its shares”.^250
According to the Transparency Directive, 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. The company is in its turn re-
sponsible for disclosing that information to the public.^251
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”.^252 Like the Sec-
ond Company Law Directive,^253 it also provides for the equal treatment of all
holders of shares who are in the same position.^254
Disclosure of information to shareholders. Shareholders are entitled to receive
information about many transactions.
The Second, Third, and Sixth Company Law Directives, which apply generally
to public limited-liability companies, the Directive on on cross-border mergers,
(^246) Directive 2006/43/EC (Directive on statutory audits).
(^247) Article 6(1) of Directive 2003/6/EC (Directive on market abuse).
(^248) Article 6(2) of Directive 2003/6/EC (Directive on market abuse). See also Article
3(1)(a) of Directive 2003/124/EC.
(^249) Article 6(3) of Directive 2003/6/EC (Directive on market abuse). See also Article 3.
(^250) Article 68(1) of Directive 2001/34/EC (Listing Directive).
(^251) Article 9(1) of Directive 2004/109/EC (Transparency Directive).
(^252) Article 13(2) of Directive 2004/109/EC (Transparency Directive).
(^253) Article 42 of Directive 77/91/EEC (Second Company Law Directive).
(^254) Article 13(1) of Directive 2004/109/EC (Transparency Directive).