Børsprospekter og god prospektskik

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i Nordisk Tidsskrift for Selskabsret
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Today, companies wishing to become listed and their advisers undertake extensive work during an IPO process, including in connection with the drafting of the prospectus. However, spectacular cases such as the Hafnia, Bank Trelleborg and OW Bunker cases show that prospectus liability cases can arise in the wake of IPOs if things subsequently go wrong with the companies. This article shows that while the current Danish regulation makes it possible to draw up good and adequate prospectuses, it hardly contains such checks and balances which ensure that investors in all cases receive the information they could wish for. With the aim to maintain a sustainable stock market in Denmark, the article presents several recommendations primarily based on ATP’s many years of experience as investor in almost all Danish IPOs – including the OW Bunker-case. First, a listing candidate should try to act as a listed company as early as possible and should prepare the same information about the company as a listed company would. Second, a listing candidate and its advisers should ensure a thorough due diligence process to provide the basis for the preparation of the prospectus. Third, a listing candidate and its advisers should prepare the prospectus with the objective of providing a suitable and relevant level of information to enable potential investors to make well-informed investment decisions. Fourth, a listing candidate and its advisers should make sure that a separate and proper verification process is in place, making it possible for the verification attorney to confirm whether the information in the prospectus is correct and whether any significant facts or circumstances concerning the company have been left out. Following these recommendations will hopefully make it possible for many more Danish companies to raise capital via IPOs and thus increase the number of companies that seek a listing on Nasdaq Copenhagen.



. In the period 2013-2022 ATP participated in 12 out of a total of 15 ordinary listings (not counting transfers from First North, spin-offs and the listings a few financial institutions (two “sparekasser” and one real estate company)) on Nasdaq Copenhagen.

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