Austria: Council of the European Union Adopts Amendments to Prospectus Directive

Last Updated: 7 November 2010
Article by Ursula Rath and Christoph Moser
Most Read Contributor in Austria, September 2019

The amendments to the Prospectus Directive aim to address deficiencies in the existing legal framework relating to securities prospectuses with a view of improving legal clarity and reducing burdens for issuers and intermediaries, while at the same time enhancing investor protection.

On 11 October 2010, the Council of the European Union adopted a new directive amending the Prospectus Directive 2003/71/EC and the Transparency Directive 2004/109/EC. The new directive is expected to be published in the Official Journal of the European Union shortly and has to be implemented by Member States into their national law within 18 months of the 20th day following publication in the Official Journal.

Key amendments

Key changes proposed by the new directive relate to the following:

Form of summary of prospectus

The form of the prospectus summary will be further harmonized as to format and content. This shall facilitate comparability of summaries of similar products. The summary shall serve as the key source of information for retail investors. It shall, in a concise and non-technical language provide key information on the following: (i) a short description of the risks associated with and essential characteristics of the issuer or any guarantor, (ii) a short description of the risks associated with and essential characteristics of the securities, (iii) the general terms of the offer including expenses charged to the investor, (iv) details of the admission to trading and (v) reasons for the offer and use of proceeds.

Prospectus exemptions

Certain exemptions from the obligation to publish a prospectus shall be modified. Most notably, thresholds are increased and the qualified investor definition shall be aligned to the MiFID professional client / eligible counterparty concept:

  • offers made to fewer than 150 persons (formerly: 100 persons) per Member State are exempt;
  • offers made to investors who acquire securities for a total consideration of at least EUR 100.000 (formerly: EUR 50.000) are exempt;
  • offers to acquire securities with a denomination of at least EUR 100.000 per unit (formerly: EUR 50.000) are exempt;
  • offers made to qualified investor are exempt whereby the exemption now relates to the qualification of professional clients or eligible counterparties under MiFID.

The amended directive further extends the prospectus exemption for employee securities offers to offers by affiliated companies of the employer company. The exemption shall also apply to third country issuers whose securities are either admitted to trading on a EU regulated market or on a third country market if such market is considered equivalent in terms of e.g. transparency and market abuse standards.

In addition, the exemption from the obligation to publish a prospectus for securities offers in connection with a merger has been extended to cover divisions such as e.g. demergers (Spaltung) as well.

Use of prospectus by intermediaries

The revised directive clarifies that financial intermediaries reselling securities may use the issuer's prospectus during the term of its validity (and if duly supplemented) provided that the issuer has consented to such use by written agreement. In the absence of such written consent, the financial intermediary itself would be required to either publish a prospectus or assume liability for the information in the issuer's prospectus.

Withdrawal right

The period for withdrawal of investors following publication of a supplement to a prospectus shall now be two working days across the EU, whereas previously the Member States were allowed to set longer periods. A longer period may, however, be set by issuers or offerors. The final date of the right to withdraw must be indicated in the supplement.

Civil liability

The civil liability regime shall now also attach to any person solely on the basis of the summary or translations thereof, if the summary does not provide key information when read together with the other parts of the prospectus.

Prospectus validity

A prospectus shall be valid for 12 months with such period commencing from the date of its approval (rather than from the date of its publication).

Annual document

The requirement to produce an annual document highlighting all information published by the issuer will be abolished.

Passporting notification

Issuers now will be notified of the certificate of approval for passported prospectuses at the same time as the competent authority of the host Member State(s9. This shall ensure that issuers are provided certainty about passporting having become effective so that they may legally offer securities in the respective host Member State(s).


We expect most of the clarifications and amendments to have positive effects for issuers and offerors. For instance, smaller issuances falling under the 150 person exemption and employee securities offers may benefit from the changes. On the other hand, increasing thresholds for wholesale exemptions may potentially prove unfavorable. Whether the summary key information requirement will indeed enhance investor protection remains yet to be seen.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions