UNIVERSITY PARK, Pa. – "Market Abuse Regulation," a new book co-edited by Penn State Law professor Marco Ventoruzzo and published by Oxford University Press, provides an analysis of the legal and practical implications of the European market abuse regime contained in the European Union’s Market Abuse Regulation (MAR) and Market Abuse Directive (CRIM-MAD), which took effect in EU member states last year.
The book, co-edited with German legal scholar Sebastian Mock, contains the first article-by-article commentary on MAR.
Written primarily for capital markets practitioners, academics, members of the judiciary, regulatory authorities and policymakers in EU member states, the book contains chapters written by leading scholars in the field of capital market law from a number of European jurisdictions.
While the second half of the book is dedicated to commentary on MAR with detailed and technical analyses of its terms, the first half consists of chapters considering relevant issues by topic and includes aspects not directly addressed by MAR, such as enforcement, and the impact of U.S. securities regulation. As well as considering the sources of market abuse regulation in general, the first part of the book also examines its theoretical and economic framework in order to provide a better understanding of the regulation itself.
These year-old European regulations confirm the “parity of information approach” to insider trading that characterizes European jurisdictions, and that was adopted in the U.S. in the 1960s, but soon abandoned in favor of a more complex, and sometimes contradictory, approach based on elusive concepts such as fiduciary duties and the misappropriation theory. Important innovations include a new regulation of “market sounding” (the process through which issuers and offerors of securities test the water soliciting investors’ interest in the financial products they intend to sell), and an attempt to avoid the risk of double jeopardy when the same conducts are sanctioned with both administrative or civil sanctions, and criminal sanctions, a problem that has recently been addressed by the European Court of Human Rights, and by the Supreme Court in the U.S. in the 1980s.
Ventoruzzo, the Arthur L. and Sandra S. Piccone Faculty Scholar at Penn State Law, holds a joint appointment with Bocconi University in Milan, Italy, where he has been director of the Ph.D. in Corporate and Business Law program and vice-director of the Paolo Baffi Research Center on Central Banking and Financial Regulation. He has written extensively in the area of securities regulation and, in particular, on insider trading. His proposals were cited in The New York Times with respect to the need to simplify the convoluted and uncertain U.S. case law on the subject, and some of his papers on insider trading can be downloaded free-of-charge online.