Harmonisation of securities legislation in the European Community

Abstract

The aim of this thesis is to analyse the European Community's harmonisation programme in the area of securities legislation. The approach adopted is that of analysing the eight relevant directives separately. Thus at first sight the chapters might seem slightly disjointed, but no alternative exposition seemed feasible since the area of the law being tackled is very wide and comprises aspects of the securities industry which, though ultimately linked, concern widely divergent activities. However, it will be immediately noticed that notwithstanding the perceived diversity, all the directives promulgated by the Community are directed towards the achievement of two clearly defined goals, investor protection and interpenetration of the securities markets. I tried to analyse most of the provisions of the directives. However, some sections or subsections seem to be of marginal importance. They seem to add no new element in the canvas painted by the directive. Their omission will in no way impair the exposition of the directives and consequently they were omitted. It is a known fact that legislators world-wide have an uncanny ability to complicate and render incomprehensible even the simplest of legal provisions. Obviously, what a person on his own can do, twelve can do much better. Therefore when twelve legislators, all corning from largely divergent legal and cultural milieus, engage their considerable mental faculties to draft EC-wide legislation, the final product is, to say the least, difficult to comprehend. Labyrinthine constructions and cryptic vocabulary are combined to create legal provisions which are virtually incomprehensible to the untrained and even to the trained legal mind. consequently, I tried as much as possible to avoid quoting the sections directly and instead, their essence is rendered in more mundane language. However, for completeness' sake, the full texts of the directives are reproduced as an appendix at the end of the main text of this thesis. Furthermore, whenever possible, I also tried to refer to the number of the relevant section and subsection in the footnotes and not in the text so as to render the latter more fluent and easily readable. Finally, it is clear that harmonisation is not achieved in a vacuum but is imposed on a legal structure already in existence. Due to this fact, it was inevitable that in discussing the practical measures taken to harmonise securities legislation, reference is sometimes made to a specific country, namely the united Kingdom, in order to implement the securities directives within the previously existing legal structure.