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Mucciarelli, Federico and Lombardo, Stefano (2019) 'Market soundings: the interaction between securities regulation and company law in the United Kingdom and Italy.' European Company and Financial Law Review, 16 (3). pp. 310-348.

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Abstract

Before deciding on operations involving share issuance or sale, companies or shareholders may seek to disclose information to selected investors, in order to gauge their opinion on the envisaged market operation. Despite such “market soundings” risk violating the prohibition of insider trading, selective disclosures have been partially accepted in several European jurisdictions. Market soundings have been eventually regulated in the MAR, which clarifies under which circumstances they are allowed and the position of the involved parties. This article analyses the rules on market soundings in the MAR with regard to issuance in the secondary market and accelerated bookbuildings. In this context, the question arises of whether harmonised rules on market soundings are compatible with national company law regimes. To address this issue, it will be assessed how Italian and English company law regimes react towards selective disclosures. It will be shown that a tension may still exist between uniform rules on market abuses and national company law rules, mostly with regard to directors’ duties and liabilities.

Item Type: Journal Article
Keywords: MAR; market soundings; insider trading; company law; securities regulation; European Union; Italy; United Kingdom
SOAS Departments & Centres: Departments and Subunits > School of Finance & Management
ISSN: 16132556
Copyright Statement: © 2019 Walter de Gruyter GmbH, Berlin/Boston. This is the published version of record. For information on re-use, please refer to the publisher’s terms and conditions.
DOI (Digital Object Identifier): https://doi.org/10.1515/ecfr-2019-0012
Date Deposited: 11 Feb 2019 11:50
URI: https://eprints.soas.ac.uk/id/eprint/30367

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