Einde inhoudsopgave
Cross-border Enforcement of Listed Companies' Duties to Inform (IVOR nr. 87) 2012/4.5.1
4.5.1 Issuing company
mr.drs. T.M.C. Arons, datum 07-05-2012
- Datum
07-05-2012
- Auteur
mr.drs. T.M.C. Arons
- JCDI
JCDI:ADS367226:1
- Vakgebied(en)
Ondernemingsrecht (V)
Voetnoten
Voetnoten
S. 212-1 in conjunction with s. 211-1 RG AMF prescribe that the issuer is responsible for the dissemination of information. The issuer can be held liable for corporate misinformation in general: Mestre/Velardocchio (2005), paras 3654; 4201-4203.
S. 212-14 RG AMF first sentence.
This requirement was added as second sentence to s. 212-14 RG AMF by Decree of 30 December 2005.
French Supreme Court (2nd Civil Chamber) 27 April 1977; Terré/Simler/ Lequette (2009), para. 725; Flour/Aubert/Savaux (2009), para. 99.
Cozian/Viandier/Deboissy (2010), para. 250.
First of all, the X S.A. itself can be held liable for the publication of a false and misleading prospectus.1 Section 212-14 of the General Regulation of the AMF prescribes that the persons responsible for the prospectus have to be clearly identified in the prospectus by their names and functions or, in the case of legal persons, their business names and registered offices.2 The signature of the persons or entities responsible for the (updates and corrections) prospectus or registration document must be preceded by a declaration confirming that to the best of their knowledge the information contained therein is in accordance with the facts and makes no omission likely to affect its impact.3 The executive and non-executive directors that sign the prospectus thereby bind the issuing company X S.A.. French case law attributen torts committed by its organs or members of this organ to the issuing company.4 Private parties can sue the company directly for claims in tort.5