Liechtenstein's Capital-Markets Reset Under The EU Listing Act: Why The New 12-Million Prospectus Threshold, Streamlined Follow-On Documentation, Founder-Control Tools, And Recalibrated Market-Abuse Duties Matter Now

Introduction

1. A regulatory "compression" of the path to public capital – and why Liechtenstein is structurally well-positioned

Across Europe, and increasingly within the EEA perimeter more broadly, a familiar paradox has sharpened: while growth companies are expected to professionalise earlier, internationalise faster, and finance themselves in markets that reward scale, the classical route into public capital has remained, for many issuers, excessively document-heavy, risk-sensitive, and cost-intensive, with a compliance profile that often feels calibrated for mature incumbents rather than for founder-led companies that are still, by design, experimental and strategically long-dated; the EU "Listing Act" package is best understood as an attempt to compress that path, not by lowering investor-protection standards as such, but by reshaping where, when, and in which format disclosures must be produced, and by aligning market-integrity duties with the operational reality of multi-stage transactions, staged financings, and prolonged strategic processes.

For Liechtenstein, the significance is amplified, because the jurisdiction's corporate-law toolkit, its financial-market supervisory practice, and its cross-border orientation enable issuers and their shareholders to approach capital-markets structuring with a degree of architectural flexibility that is not merely cosmetic, but often decisive when balancing (i) speed to market, (ii) governance stability, and (iii) ongoing disclosure risk; in that sense, the current legislative package discussed in Liechtenstein in connection with the Listing Act is not simply "transposition work", but a strategic opportunity for EEA-relevant issuers to re-design financing pathways around a more proportionate regulatory core.

2. The prospectus reform: the strategic design parameter, not merely a threshold

One of the most commercially relevant recalibrations is the expansion of the EU prospectus exemption ceiling for public offers, because – when properly operationalized – it changes not only whether a full prospectus is required, but also how issuers can stage offerings, segment investor groups, and synchronize fundraising with product-market milestones: the revised regime permits EEA states to exempt offers where the total consideration in the EU is below EUR 12'000'000 over a 12-month period, while still allowing each state to keep a lower national ceiling, but not below EUR 5'000'000.

Once the exemption window widens, the question becomes less "prospectus or no prospectus" and more "which disclosure architecture produces investability without importing avoidable liability", because even where the law does not force a prospectus, counterparties (banks, strategic investors, MTF operators, institutional allocators) may still require a disclosure package that is functionally prospectus-like, though optimized for the issuer's capital story and governance profile rather than for a one-size-fits-all template.

2.1 The EU Follow-On Prospectus and the EU Growth Issuance Prospectus: the shift from encyclopedic disclosure to targeted readability

In parallel, the Listing Act introduces more standardized and shorter formats for specific issuance contexts, notably the EU follow-on prospectus – designed for issuers that already have securities admitted to trading – and the EU growth issuance prospectus, intended to provide a more proportionate issuance route, with explicit length constraints, including a 50-page maximum for the follow-on format and 75 pages for the growth issuance format; crucially, the detailed templates are to be further specified through delegated acts, with the Commission tasked to adopt those measures by 5 March 2026, which means that, at the time of writing, issuers should already be preparing internal drafting processes that can pivot quickly once the finalized technical structure crystallizes.

This is not a cosmetic exercise: This shift reallocates legal effort from "quantity" toward "materiality judgement", which raises the premium on issuer-side governance, because the most expensive prospectus mistakes rarely arise from missing adjectives, but from weak internal decision trails about what is, and is not, material in the specific business and financing context.

3. Market Abuse Regulation recalibration: confidentiality as an affirmative duty, and "intermediate steps" as a redesigned risk surface

A second pillar of the Listing Act package addresses ongoing disclosure, and here the changes matter most for management teams who regularly run prolonged strategic processes (partnership negotiations, M&A explorations, restructuring tracks, financing rounds with multiple closings), because the law is moving toward a clearer differentiation between (i) the issuer's obligation to ensure confidentiality of inside information and (ii) the issuer's decision to delay public disclosure under defined conditions.

The amended framework expressly articulates confidentiality as a duty up to the moment of disclosure, by stating that an issuer must maintain confidentiality of information meeting the inside-information criteria; it then refines the conditions under which delay is permissible – most notably by requiring that the delayed information must not contradict the issuer's last public communication on the same subject and that confidentiality can in fact be ensured – while preserving the post-factum supervisory accountability mechanism (notification and a written explanation, at least in certain cases).

Where an issuer does not disclose inside information related to intermediate steps, in compliance with the general obligation to disclose inside information, such non-disclosure is expressly stated to fall outside the traditional "delay" requirements, which, in practice, re-opens the interpretive space for how issuers map multi-step processes into disclosure decision points; at the same time, the confidentiality backstop remains strict, because if confidentiality is no longer ensured, the issuer must inform the public without undue delay.

From a governance perspective on an issuer's internal information-control system – how it restricts access, records decision rationales, monitors leaks, and synchronizes communications – becomes not merely a compliance hygiene factor, but the central determinant of whether the issuer can legally and credibly manage market expectations during long-cycle strategic moves.

4. Multiple-vote share structures: preserving founder vision while capping control distortion

For many high-growth companies, especially those whose value proposition is coupled with long development cycles and significant upfront investment, the fear of losing control after admission to trading has been an empirically observable deterrent to public markets; the Listing Act package addresses this by ensuring that certain companies can implement multiple-vote share structures when seeking admission to trading on an MTF, thereby enabling capital raising without forcing an immediate dilution of strategic control.

In Liechtenstein, the corporate law already recognizes multiple voting-rights shares, whereas the structured framework for such shares in terms of the Listing Act, foresees the following:

• High approval thresholds for the creation of multiple-vote shares, requiring a supermajority (three quarters of the votes present, alongside a broader representation threshold) to ensure that the governance shift is not a marginal or opportunistic maneuver.
• Class-vote protection where several share classes exist, by requiring separate voting within each affected class.
• A hard cap on vote leverage, attached to multiple-vote shares to no more than ten times the voting rights of the least-voting shares.

5. Issuer-sponsored research: visibility, liquidity, and the regulated boundary between analysis and marketing

Liquidity and analyst coverage remain structural bottlenecks for SMEs. The Listing Act responds with a regulated "issuer-sponsored research" concept and an EU code of conduct to increase trust in such research outputs, while keeping the distinction between analysis and marketing communicatively clear.

The Liechtenstein-relevant implementation highlights several operational points that issuers, portfolio managers, and intermediaries should not underestimate:

• Issuers may transmit issuer-sponsored research to the FMA as a collection point, together with defined metadata, and the regime clarifies that such research is not treated as regulated information in the transparency sense, nor as financial analysis in the classical regulatory category – an important distinction for distribution strategy, though not a license to be casual about accuracy.

6. What sophisticated issuers should do now: a legally-robust "listing readiness"

Because parts of the Listing Act framework entered into force in late 2024 and additional elements are staged for later application dates, with certain measures linked to 2026 implementation milestones, a pragmatic and commercially realistic readiness program in Liechtenstein should include, at minimum, the following workstreams, each of which can be executed proportionately:

1. Prospectus strategy engineering: map fundraising scenarios against the 12-month aggregation logic, model whether the jurisdictional ceiling is 12m or a lower national choice within the 5–12m corridor, and design disclosure packages that are investor-grade even where a prospectus is not legally required.
2. Disclosure governance for prolonged processes: define inside-information triggers, intermediate-step handling, confidentiality safeguarding, escalation pathways, and contemporaneous rationale recording, so that delay decisions are defensible and operationally executable.
3. Founder-control structuring with investor intelligibility: if multiple-vote shares are contemplated, align the statutory design with the supermajority and class-vote logic.
4. Research and IR content governance: if issuer-sponsored research is to be used as a liquidity instrument, a clean separation between analysis and marketing communications needs to be established.

7. How Bergt Law supports clients navigating the Listing Act in Liechtenstein

Bergt Law advises founders, boards, regulated intermediaries, and growth companies – particularly those in fintech, digital asset models, and cross-border structures – on the full chain from corporate set-up through regulatory strategy, transaction documentation, and disclosure governance.

If you are planning a financing, an admission to trading, a governance redesign (including multiple-vote shares), or a broader "listing readiness" program in Liechtenstein or across the EEA, or you have related legal questions, we invite you to contact our team.

Sources: Report And Motion By The Government To The Principality Of Liechtenstein Parliament Concerning The Amendment Of The Securities Services Act, The Asset Management Act, The Trading Place And Stock Exchange Act, The EEA Securities Prospectus Implementation Act, The EEA Market Abuse Regulation Implementation Act, And Other Acts (Listing Act)

Executive Summary:

• The Listing Act prospectus reforms materially expand structuring options, because public offers below EUR 12'000'000.- may be exempted, while national law may still set a lower ceiling, but not below EUR 5'000'000.-.
• The EU follow-on prospectus and EU growth issuance prospectus push disclosure toward standardisation and brevity (notably 50-page and 75-page caps), increasing the importance of disciplined materiality assessment and internal drafting governance.
• Market-abuse duties are recalibrated through an explicit confidentiality obligation and a redesigned regime for non-disclosure of intermediate steps in protracted processes, while leak-risk still triggers rapid disclosure.
• Multiple-vote shares become a more structured founder-control tool, with supermajority adoption requirements, class-vote protection, and a 10x voting-rights cap, allowing governance stability without unlimited entrenchment.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.