{"id":8745,"date":"2016-04-14T10:35:37","date_gmt":"2016-04-14T08:35:37","guid":{"rendered":"https:\/\/www.fma.gv.at\/en\/?page_id=8745"},"modified":"2026-06-09T13:10:31","modified_gmt":"2026-06-09T11:10:31","slug":"legal-interpretation-aids","status":"publish","type":"page","link":"https:\/\/www.fma.gv.at\/en\/capital-markets\/supervision-of-issuers\/prospectus-supervision\/legal-interpretation-aids\/","title":{"rendered":"Legal interpretation aids"},"content":{"rendered":"

The most important elements of the legal basis of prospectus law are the Prospectus Regulation (Regulation (EU) 2017\/1129 as well the Capital Market Act 2019 (KMG 2019; Kapitalmarktgesetz 2019), which clarifies the Regulation in greater detail and extends it to also cover investments. In addition, various publications by the European Securities and Markets Authority (ESMA) represent important aids in legal interpretation.<\/p>

FMA Circular on Prospectus Supervision<\/h2>

The FMA Circular contains a detailed overview about the legal bases for prospectus law. In addition the Circular constitutes a communication about the FMA’s legal perspective about the interpretation of the most material provisions in relation to prospectus law.<\/p>

The FMA Circular on Prospectus Supervision can be found here:<\/p>

\n03\/2021 FMA Circular on Prospectus Supervision (Format: <\/span>pdf, Size: <\/span>540,6 KB, Language: <\/span>English)<\/a>\n<\/p>

ESMA Publications<\/h2>

On 07.05.2026 ESMA issued a Public Statement<\/a> about the applicability of the provisions contained in the Draft amendment of Delegated Regulation 2019\/980<\/a> that was approved by the European Commission on 07.05.2026 regarding the standardised format and sequence as well as the streamlined content, scrutiny and approval of prospectuses from 05.06.2026<\/strong>.<\/p>

On 18.02.2026 ESMA issued a Public Statement<\/a> regarding clarifications about the transitional provisions in the Listing Act as well as the applicability of new simplified prospectus forms pursuant to Articles 14a and 15a of the Prospectus Regulation from 05.03.2026<\/strong>.<\/p>

On 11.07.2023 ESMA issued a Public Statement on the sustainability disclosure expected to be included in prospectuses<\/a>.<\/p>

ESMA<\/a> regularly publishes and updates documents that cover complex provisions under prospectus law requiring interpretation. The main sources for prospectus approval procedures are the “Questions and Answers – Prospectuses”<\/a> as well as the “Recommendations”<\/a>.<\/p>

ESMA published a final update to the Q&As on the Prospectus Regulation – ESMA\/2019\/ESMA31-62-1258<\/a> on 03.02.2023. This document is no longer updated, with future Q&As about the Prospectus Regulation being published via the ESMA Q&A Tool<\/a>.<\/p>

The ESMA recommendations have partially been converted into Guidelines. On 04.03.2021 ESMA published the Guidelines on disclosure requirements under the Prospectus Regulation<\/a>. The FMA has declared itself fully compliant.<\/p>

The ESMA recommendations<\/a> continue to apply for special issuers like property companies. In the case of property companies, valuation reports containing the content listed in margin note 130 must be included in the prospectus, where and provided that equity securities and non-equity securities as defined in margin note no. 128 are issued, which are guaranteed by properties.<\/p>

On 01.10.2019 ESMA published the Guidelines on Risk Factors under the Prospectus Regulation<\/a>. The Guidelines apply with effect from the entry into force of Regulation (EU) 2017\/1129 on 21.07.2019.<\/p>

In relation to Alternative Performance Measures (APM), ESMA published Guidelines on Alternative Performance Measures (ESMA\/2015\/1415)<\/a>. Questions and Answers (ESMA32-51-370)<\/a> were also published in relation to these Guidelines.<\/p>

FMA communication about information obligations for financial intermediaries in accordance with Article 23 (3) of the Prospectus Regulation<\/h2>

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