Introduction

Legal framework and legislative history

1. In the Netherlands, the offering of securities was traditionally regulated by the Act on the Supervision of Securities Trade 1995 (ASST 1995). The ASST 1995 contained general standards, which were further elaborated in the Decree on the Supervision of Securities Trade 1995 (the ‘ASST Decree’). Exemptions from the obligation to publish a prospectus in particular types of situations were provided for by the Exemption Regulation ASST 1995.

2. As per 1 July 2005, the Prospectus Directive was implemented in the Netherlands by the entry into force of an Act amending the ASST 1995 to that effect, a Decree amending the ASST Decree and a regulation amending the Exemption Regulation ASST 1995. Already at the time of implementation, it was known that the aforementioned implementing legal framework would be of a temporary nature. In 2005, the Dutch legislator was already preparing a major legislative operation for the purpose of renewing the entire legal framework for financial markets. A new Act on Financial Supervision was being prepared, in which a major part of the existing securities laws would be integrated, including the ASST. This Act on the Financial Supervision, which entered into force on 1 January 2007, will hereafter be referred to as the AFS 2007. Virtually all of the provisions of the former ASST 1995 and the ASST Decree 1995 have been transmitted to the AFS 2007, generally without the intention of making any changes to the substance of those provisions.