Disclosure of Beneficial Ownership – From EU Major Shareholdings Directive to EU New Transparency Directive – What Needs to Be Changed in Croatian Securities Markets Act?

Abstract

Disclosure of beneficial ownership is a powerful mechanism for protection of the investors on the capital markets. Through the duty to disclose beneficial ownership issuers, being listed companies, and other participants on capital market (individual investors, institutional investors, competent authorities), can obtain valuable information for creation of their portfolios. The Admission and Information Directive 2001 and the Proposal for a Transparency Directive 2003 are focused in this point. In Croatian Law the disclosure of beneficial ownership is regulated by the Securities Market Act 2002. The following paper takes its starting point in the provisions of the Directive, which is in force, but it gives also information on how Admission Directive was implemented in the laws of some member states given the fact that some countries have rules which are more stricter or more widely applicable that those in the Directive. While having in mind that Croatian law is generally harmonized with Admission Directive reference is given to the diverging points, and especially what needs to be changed in order to comply to the standards contained in forthcoming Transparency Directive.