Clifford Chance
Transaction Services Newsletter
14 December 2012
The European Commission has, since 2010, been working on a proposal for a Directive on securities law. The purpose of this measure is to create a harmonised set of legal rules for Europe relating to what rights an investor has when the investor is not officially registered as a holder of securities, but holds them via an intermediary, so that the investor’s interest, whatever that may be, appears only as a book-entry on the intermediary’s books. Most investors would prefer the law to be both certain – in some countries it is not clear what happens, for example, if the intermediary has a shortfall of securities – and harmonised – it is unfortunate if the investor’s intermediary’s law says that the investor can exercise rights directly, but the issuer’s law disagrees. Tidying up the technical rules is therefore highly worthwhile.
