Disputation: Caroline Bang Stordrange
Caroline Bang Stordrange at the Department of Private Law will be defending the thesis; The continuous disclosure obligation and private liability of issuers - An efficient solution? for the degree of Ph.D.
Original title: Aksjeutsteders løpende informasjonsplikt og erstatningsansvar. Behov og potensial for effektivisering?
The disputation will be held in Norwegian.
- Associate Professor Margrethe B. Christoffersen, University of Oslo (leader)
- Professor Jesper Lau Hansen, University of Copenhagen (1. opponent)
- Professor Rune Sæbø, University of Bergen (2. opponent)
Chair of defence
- Erling Hjelmeng
- Knut Bergo
The thesis concerns the issuers continuous disclosure obligation and (potential) liability for damages for breach of the obligation. The continuous disclosure obligation follows from the Market Abuse Regulation (MAR) article 17 after which the issuer is obliged to disseminate inside information to the market as soon as possible. European Union Law does not address the private liability of issuers for breach of the obligation.
The thesis asks whether the continuous disclosure obligation and the private enforcement is efficient, and whether there is potential more efficient solutions.
The Continuous Disclosure Obligation
MAR applies a single definition of inside information relating to both the disclosure obligation and the ban on insider trading in article 14, ref. article 8, although there are – and should be – different rationales for the two provisions. The thesis examines the challenges that follow from this system and analyse various alternatives to the current disclosure obligation. The thesis concludes that the disclosure obligation should not be linked to the definition of inside information and not be part of the Market Abuse regime.
The Private Liability of Issuers
Breach of the duty to disclose inside information may lead to loss for investors. In Norway, however, the issuer cannot be held liable for investor damages due to capital protection principles. The thesis analyses whether it should be possible to hold the issuer liable for damages, and concludes that such liability should be adopted. Further, the thesis analyses whether the conditions for such liability should be construed in light of the particular context of liability. The thesis aims at establishing an efficient liability regime while at the same time reducing the potential negative consequences of private liability. E.g. the thesis suggests that the threshold for liability should be gross negligence.