The law applicable to prospectus liability in the European Union

Abstract

This paper analyses the conflict-of-law problems raised by prospectus liability. Firstly, it characterises such liability. This characterisation is an essential element for the analysis since it determines whether it is the Rome I or the Rome II Regulation that is applied. Secondly, it highlights the difficulties raised by the application of the Rome II Regulation in this context and, in particular, the identification of the place of damage and the interplay between the regulatory rules, subject to the state-of-origin principle, and the private-law rules, subject to a sort of state-of destination principle. And finally, from a practical point of view, it includes some guidelines to cope with this issue, both from a lege lata and from a lege ferenda perspective.