Prospektregler

Prospektregler, or prospectus rules, are the legal requirements governing the preparation, approval, publication and content of prospectuses in connection with public offers of securities and the admission of securities to trading on a regulated market. In many jurisdictions, including Sweden, these rules are part of securities legislation and are harmonized with broader EU or national frameworks to ensure consistency and investor protection.

Purpose and scope: The primary aim is to provide investors with essential information to assess the issuer, the nature of the securities and the risks involved in the investment. The rules apply to public offers of transferable securities and to admission to trading on a regulated market within the applicable jurisdiction. Exemptions typically exist for small offers below certain thresholds, offers to qualified investors, or private placements to a limited number of investors.

Content and format: A prospectus generally must include information about the issuer and its business, risk factors, intended use of proceeds, historical and projected financial statements, management and governance, major shareholders, legal matters, and details of the offer. There is usually a requirement for a concise summary and for disclosures to be presented in a clear and comparable format. The rules also establish liability for misstatements or omissions, with accountability extending to directors, underwriters, and others involved in the preparation of the document.

Regulatory framework: At the European level, the Prospectus Regulation (and related directives) sets minimum standards for content, form, and approval processes. National authorities review and approve prospectuses for home-market issuers, and the approved document may be passported to other member states for cross-border offers, subject to local implementation and supervision.