Bergenser Law Firm has taken part in all prominent Danish cases on prospectus liability in recent years, thus, Bergenser Law Firm is one of the leading and most experienced Danish law firms within this area.
Prospectus liability consists of both a variation of the management liability as well as a liability for the entity that provides shares of the company or any other form of assets, typically real estate or ships.
The area of prospect liability is regulated by directives of the EU law on capital markets, which under Danish law mainly is governed by The Securities Trading Act, The Executive Order on Issuers’ Duty of Disclosure, The Executive Order on Investor Protection under Securities Trading and other legislative acts.
The focal point of the liability evaluation is whether the prospectus has been true and fair.
In situations where a company is launched to the stock exchange a number of different advisors, including investment banks, verification lawyers, internal lawyers, accountants and others, will have been involved in the process. When evaluating the liability claims made against the management of the issuer as well as the issuing company itself, knowledge of the duties of the other contributories to the admission for listing on the stock exchange is key, in order to evaluate the division of the liability and ensure that all relevant actors are involved in the liability claim case so that the damage claim may be divided correctly.
The factual circumstances of these cases are often highly complicated since the preparation of the prospectus requires that a number of difficult and highly estimate embossed decisions are made. Furthermore, it must be kept in mind that a prospectus is a piece of sales literature where the offered assets – whether it is shares, real estate or others – must be presented in a way that on one hand paints a true and fair picture which gives the potential investor insight into the conditions of the company and on the other hand presents the prospectus in a way that will attract the greatest possible number of investors.
Bergenser Law Firm has, furthermore, contributed to the drafting of insurance policies as well as the preparation of both legal opinions and legal-commercial opinions on prospectus liability insurance products that cover the liability of providers of securities and other assets, thus, we have a thorough insight into the different coverage clauses and coverage exemptions these insurance products provide.