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19 - Market Soundings Rules

The Challenges and Opportunities for Board-Shareholder Engagement

Published online by Cambridge University Press:  31 August 2024

Luca Enriques
Affiliation:
University of Oxford
Giovanni Strampelli
Affiliation:
Università Commerciale Luigi Bocconi, Milan
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Summary

The market soundings regime introduced in the Market Abuse Regulation provides a mechanism by which directors can disclose information to selected investors in order to engage their opinion on various market transactions, including IPOs, rights issues, and secondary market sales of equity or debt, even where that information constitutes inside information. This regime provides benefits for companies wishing to gauge investor interest in a potential capital markets transaction, enabling board-shareholder engagement to take place that would not otherwise be possible. The regime contains challenges however, both for companies and their advisors in terms of its operation, for investors receiving information if they do not understand the implications of being wall-crossed, and more broadly for the potential inroads it makes into the market abuse regime. This chapter will examine the operation of this regime and whether it provides a model for other forms of board-shareholder engagement

Type
Chapter
Information
Board-Shareholder Dialogue
Policy Debate, Legal Constraints and Best Practices
, pp. 555 - 574
Publisher: Cambridge University Press
Print publication year: 2024

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