effectenrecht

Effectenrecht, literally “securities law” in Dutch, is the branch of law that governs securities and the markets for them in the Netherlands and the broader European context. It covers the issuance, transfer, trading, and regulation of financial instruments such as shares, bonds, and other transferable securities, and it aims to protect investors, ensure transparency, and maintain orderly markets.

Key areas include issuer obligations (disclosures and prospectus requirements), market regulation (listing rules and trading on regulated markets), corporate actions affecting securities, and the mechanics of transfer and settlement. The field also covers corporate governance issues related to listed companies and protection of minority shareholders in certain transactions.

Regulatory framework: Many provisions are drawn from EU law. In the Netherlands, national implementation is through the Wet op het financieel toezicht (Wft) and related regulations, enforced by the Autoriteit Financiële Markten (AFM) and the De Nederlandsche Bank (DNB). Core EU instruments include the Prospectus Regulation, the Market Abuse Regulation (MAR), and MiFID II, which set rules on disclosure, market conduct, and investment services.

Private-law aspects: The transfer of securities, ownership, pledges, and collateral arrangements follow civil-law principles, while corporate-law rules govern shareholder rights in listed companies, including takeovers, squeeze-outs, and protections for minority interests. The interaction of private and public-law rules makes effectenrecht a combined regulatory and civil-law field.