Browsing by Author "Linkoneva, Ilkka"

The purpose of the study is to compare Finnish and Swedish securities markets regulation and supervision on the duty to notify on major acquisition or disposal of shareholdings i.e. the flagging duty. The objective is to study how national regulation and supervision has affected the reaching of the objectives of the regulation. The objectives of the regulation are studied both in the light of research and in the light of relevant EU-directive, the Transparency Directive (Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC). The source material of the study comprises of official sources from the EU, Finland and Sweden as well as legal literature from the countries in comparison and from international publications. The analysis of the objectives of regulation has showed that the central objectives of the regulation are improvement of market efficiency, corporate governance and investor protection. In addition to the aforementioned, the legal basis and objective of the EU-measures has been to promote freedom of establishment and accomplishment of internal market under Articles 50 and 114 TFEU. The regulation of flagging duty is under significant changes. During the writing of this study a process of overhauling the Finnish securities markets legislation is on its way. In addition, the EU Commission is planning to amend the Transparency Directive. The planned Finnish overhaul shall clarify the regulation of flagging duty, although no significant amendments to the contents of the regulation are planned. The amending of the Transparency Directive would be a more significant change, as the proposed amendments on the flagging duty would be maximum harmonization instead of the current minimum harmonization. The comparison of current national regulation has showed that there are more excessive requirements on the shareholders in both of the countries than required by the Transparency Directive. In both of the countries the regulation applies inter alia both to number of shares and number of votes and the time limits on the flagging duty may be considered to be stricter than required by the Directive. The most significant difference between the countries is the regulation of sell-instruments: in Finland the holding of such instruments decreases the position calculated under law, whereas in Sweden they do not. In addition, there are some differences on the sanctions provided by law. The organization of the supervision has showed to be similar: both of the countries have adopted the model of so-called integrated supervision. However, a closer analysis on the supervisory practices has showed that there significant differences between the countries, demonstrated by the strict sanctions by Swedish Financial Supervisory Authority. The overall analysis on the differences of regulation and supervision has showed that the Swedish system results more often in sanctions on the breaching of flagging duty. In addition, the sanctions are stricter than in Finland. Explanations for such differences are especially the regulation of sell-instruments, different time limits for flagging and the stricter practice of Swedish authorities. The stricter practice in Sweden does not appear to result in better achieving the objectives of the regulation – despite the strict practice there are continuously small and unintentional cases where the duty has been breached. On the other hand there are no signs of problems arising from the less strict practice in Finland.