1 Financial Services: Building a Framework for Action, at http://europa.eu.int/comm/ dg15/en/finances/general/fsen.pdf (last visited Dec. 3, 2000) [hereinafter Framework for Action].
2 E. Waide Warner, Mutual Recognition and Cross-Border Financial Services in the European Community, 55 Law & Contemp. Probs. 7, 7 (1992)(“[I]ntegration of the Community’s financial services markets . . . can be expected to spur competition among financial intermediaries, increase efficiency in the financial services industry, provide . . . securities investors with greater choice, and reduce the cost of capital for borrowers and issuers.”).
3 See Manning Gilbert Warren, The European Union’s Investment Services Directive, 15 U. Pa. J. Int’l Bus. L. 181, 191 (1994).
4 Id. at 185–86.
5 Id. at 191.
6 Id. at 187.
7 Id. at 187–92.
8 Warren, supra note 3, at 193; see generally Council Directive 93/22, 1993 O.J. (L 141), available at http://europa.eu.int/eur-lex/en/lif/dat/1993/en_393L0022.html (last visited Dec. 3, 1999).
9 See generally Framework for Action, supra note 1; Financial Services: Implementing the Framework for Financial Markets: Action Plan, COM(99)232 final, at http://europa.eu. int/comm/internal_market/en/finances/general/actionen.pdf (last visited Oct. 17, 2000) [hereinafter Action Plan].
10 Warren, supra note 3, at 185–86.
11 Id. (“Insider trading in Europe has been regarded as a major tenet of trading strategy in the EU’s securities markets, and may explain why comparatively few Europeans are direct owners of equities.”).
12 Id. at 187.
13 See id. at 187–92.
14 Id.
15 Id. at 193.
16 Manning Gilbert Warren, Global Harmonization of Securities Laws: The Achievements of the European Communities, 31 Harv. Int’l L.J. 185, 191–92 (1990) [hereinafter Harmonization].
17 Council Directive 79/279, arts. 1–22, 1979 O.J. (L 66) 21, available at http://europa. eu.int/eur-lex/en/lif/dat/1979L0279.html (last visited Dec. 3 1999); Warren, supra note 3, at 187; Harmonization, supra note 16, at 210.
18 Council Directive 80/390, arts. 1–4, 1980 O.J. (L 100) 1, available at http://europa. eu.int/eur-lex/en/lif/dat/1980L0390.html (last visited Dec. 3, 1999).
19 Id.; see also Warren, supra note 3, at 187; Harmonization, supra note 16, at 212 (noting exemptions for some information in certain situations).
20 Council Directive 82/121, arts. 2–4, 1982 O.J. (L 48) 26, available at http://europa. eu.int/eur-lex/en/lif/dat/1982/en_382L0121.html (last visited Dec. 3, 1999); Warren, supra note 3, at 187.
21 Council Directive 89/298, arts. 1–26, 1989 O.J. (L 124) 8, available at http://europa. eu.int/eur-lex/en/lif/dat/1989/en_389L0298.html (last visited Dec. 3, 1999); Warren, supra note 3, at 189.
22 Id.
23 Council Directive 85/611, arts. 1–59, 1985 O.J. (L 375) 3, available at http://www. europa.eu.int/eur-lex/en/lif/dat/1985/en_385L0611.html (last visited Dec. 3, 1999); Warren, supra note 3, at 188.
24 Council Directive 88/627, arts. 1–18, 1988 O.J. (L 348) 62, available at http://www. europa.eu.int/eur-lex/en/lif/dat/1988/en_388L0627.html (last visited Dec. 3, 1999); Warren, supra note 3, at 189.
25 Council Directive 89/592, arts. 1–12, 1989 O.J. (L 334) 30, available at http:// europa.eu.int/eur-lex/en/lif/dat/1989/en_389L0592.html (last visited Dec. 3, 1999); Warren, supra note 3, at 189.
26 Warren, supra note 3, at 190–91.
27 See Harmonization, supra note 16, at 190.
28 Id. at 194.
29 Warren, supra note 3, at 186.
30 Council Directive 87/345, arts. 1–3, 1987 O.J. (L 185) 81, available at http:// europa/eu.int/eur-lex/en/lif/dat/1987/en_387/L0345.html (last visited Dec. 3, 1999); Harmonization, supra note 16, at 191–92.
31 Council Directive 87/345, supra note 30.
32 Id.
33 Id.; Harmonization, supra note 16, at 213 (noting that “listing particulars approved by a competent authority in one Member State must be recognized in all other Member States without further action or information requirements . . . even where more stringent disclosure requirements apply in the Member State where recognition is sought.”).
34 See Council Directive 93/22, supra note 8.
35 See Treaty Establishing the European Community, Feb. 7, 1992, O.J. (C 224) 1 (1992), [1992] 1 C.M.L.R. 573 (1992); Council Directive 93/22, supra note 8.
36 Uwe H. Scheider, Cross Border Compliance: Organizational Duties Imposed on National and International Investment Firms, in European Securities Markets: The Investment Services Directive and Beyond 73, 73 (Guido Ferrarini ed., 1998).
37 Warren, supra note 3, at 194.
38 Id.
39 See generally Completing the Internal Market: White Paper from the Commission to the European Council, COM(85)310 final.
40 Harmonization, supra note 16, at 189–90.
41 See generally Case C-101/94, EC Commission v. Italy (Re Restrictions on Foreign Securities Dealers), [1996] E.C.J. 6263, [1996] 3 C.M.L.R. 754, 783 (1996) (deciding that Italian laws unfairly restricted the activity of dealing in transferable securities to companies or firms whose registered offices were in Italy).
42 Id. at 757.
43 Id.
44 Id. at 778.
45 Id. at 780 (concluding that “the obligation for operators from other Member States to set up their principal establishment in Italy is the very negation of the freedom to provide services, and does not constitute a condition which is indispensable for achieving those aims.”).
46 Warren, supra note 3, at 186.
47 Id.
48 Council Directive 93/22, supra note 8, art. 1(2); see also Warner, supra note 2, at 14.
49 Warner, supra note 2, at 14.
50 Council Directive 93/22, supra note 8; see Warren, supra note 3, at 198–217.
51 Council Directive 93/22, supra note 8, arts. 3–6.
52 Id.
53 Id.
54 Council Directive 93/22, supra note 8, art. 1(10)(defining “qualifying holdings” as “any direct or indirect holding in an investment firm which represents 10% or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of the investment firm in which that holding subsists.”).
55 Council Directive 93/22, supra note 8, art. 17; Warren, supra note 3, at 201.
56 Council Directive 93/22, supra note 8, art. 17.
57 Id.
58 Id.
59 Id.
60 Council Directive 93/22, supra note 8, art. 10.
61 Id.
62 Council Directive 93/22, supra note 8, art. 11.
63 Id.
64 Council Directive 93/22, supra note 8, art. 15.
65 Council Directive 93/22, supra note 8, art. 21.
66 Id.
67 Securities Markets: ISD Gets Final Go Ahead, Eur. Rep., May 12, 1993, available at 1993 WL 2492020.
68 See Commission Keeping a Wary Eye on Greek Stock Market Rules, Eur. Rep., Feb. 12, 1997 available at 1997 WL 8515531; Eddy Wymeersch, The Implementation of the ISD and CAD, in European Securities Markets: The Investment Services Directive and Beyond 30, 30 (Guido Ferrarini ed., 1998); Commission pursues infringement proceedings against Belgium, Spain, and the United Kingdom, at http://europa.eu.int/comm/dg15/en/finances/ infr/19.htm (last visited Dec. 3, 1999).
69 Council Directive 93/22, supra note 8, art. 31 (“No later than 1 July 1995 Member States shall adopt the laws, regulations and administrative provisions necessary for them to comply with this Directive. These provisions shall enter into force no later than 31 December 1995.”).
70 Wymeersch, supra note 68, at 30.
71 Commission Keeping a Wary Eye on Greek Stock Market Rules, supra note 68; Commission pursues infringement proceedings against Belgium, Spain, and the United Kingdom, supra note 68.
72 Commission pursues infringement proceedings against Belgium, Spain, and the United Kingdom, supra note 68.
73 Mario Monti, Completing the Single Market Legislation, Int’l Money Marketing, June 19, 1999, available at 1999 WL 9958487; see Fifteenth Annual Report on Commission Monitoring of the Application of Community Law, COM(98)317 final at 219 (OJ C250) (identifying Austria, Germany, Luxembourg, Portugal, and Spain as the only Member States not to implement measures of 93/22).
74 See Financial Services: Infringement Proceedings Against France & Italy in the Field of Stock Exchanges, at http://europa.int/comm/dg15/en/finances/infr/99–755.htm (last visited Oct. 15, 1999).
75 Id.
76 Id.
77 See Council Directive 93/22, supra note 8, art. 17.
78 See id.
79 Amended Commission Proposal for a European Parliament and Council Directive Concerning the Distance Marketing of Consumer Financial Services, COM(99)385 final [hereinafter Proposed Distance Selling Directive].
80 Id. The proposal seeks to facilitate the development of innovative forms of trade in financial services by guaranteeing: (1) a warming up period before a consumer agrees to a contract; (2) the consumer’s right of withdrawal under specified circumstances; (3) the supplier’s rights; (4) prohibition on providing services that have not been requested; and (5) limitations on “cold-calling.” See id.
81 Id.
82 Action Plan, supra note 9, at 6, 10, 15; Framework for Action, supra note 1, at 13. Commissions, the amount paid by investors to brokers per transaction, are extremely divergent among the Member States. Framework for Action, supra note 1, at 13. For instance, the commission on a purchase or sale worth 1’440 ECU (European Currency Units) in Ireland isjust 3 ECU. Id. In Finland, the same transaction demands a commission of 51 ECU, seventeen times more. Id.
83 See generally Framework for Action, supra note 1.
84 See generally id.
85 Id. at 6–8, 13–17, and 18–20.
86 Id. at 3.
87 First Meeting of Financial Services Policy Group, at http://europa.eu.int/comm/dg15/ en/finances/general/pogroup.htm (last visited Dec. 3, 1999).
88 Id.
89 Id.
90 Id.
91 Financial Services Policy Group—Second Meeting, at http://europa.eu.int/comm/dg15/ en/finances/general/87.htm (last visited Dec. 3, 1999).
92 Financial Services Policy Group—Third Meeting, at http://europa.eu.int/comm/dg15/ en/finances/general/fspg.htm (last visited Dec. 3, 1999).
93 See generally Action Plan, supra note 9.
94 See generally id.
95 See generally id.
96 See generally id.
97 Id. at 5.
98 See Action Plan, supra note 9, at 16.
99 See id.
100 Id. at 23.
101 See id. at 16.
102 See generally id.
103 See Roberta S. Karmel, The Case for a European Securities Commission, 38 Colum. J. Transnat’l L. 9, 34 (1999).
104 See Action Plan, supra note 9, at 4 (“Several proposals of immediate and significant relevance to the functioning of EU financial markets have fallen victim to protracted political deadlock.”).
105 Id. at 17; see Karmel, supra note 103, at 33 (“Solving . . . problems through the process of formulating Directives is impractical. It takes too long for directives to be negotiated and then implemented. The capital markets are creative and dynamic.”).
106 Action Plan, supra note 9, at 16.
107 See id.
108 See Karmel, supra note 103, at 34.
109 Id. (noting additionally that future dealings with non-EU securities regulators will be more likely if one regulatory body represents the entire EU).
110 See id.
111 See generally First Meeting of Financial Services Policy Group, supra note 87.
112 Action Plan, supra note 9, at 6.
113 Id. at 10.
114 See id.
115 See id.
116 At various times the EU has discussed the creation of a securities committee. See Securities Committee: Proposal Hits Bottom in Conciliation, Eur. Rep., Feb. 14, 1998, available at 1998 WL 8800549, (discussing recent clash between Council and Parliament over 1996 proposal for securities committee); Securities: Divergent Sentiments on EU Committee Proposal, Eur. Rep., Mar. 9, 1996, available at 1996 WL 8662208.
117 See Action Plan, supra note 9, at 13. (“There are reasons to believe that the status quo may not be tenable over the longer-term. There is now a greater need and a willingness to engage in an open discussion on the structures that will be needed to ensure appropriate regulation and supervision of a single financial market. . . . In time, the option of a single authority to oversee securities markets supervision may emerge as a meaningful proposition in the light of changing market reality.”).
118 Id. at 14.