ABSTRACT
This chapter examines the current framework of prospectus liability under Dutch law, which is primarily rooted in general tort rules on unfair commercial practices and misleading advertising rather than in securities legislation. It explains the dual-track system that distinguishes between retail and non‑retail investors and analyses the central role of the World Online judgement and other key decisions of the Dutch Supreme Court in defining the standard of the ‘average investor’, materiality, causation, and the double reversal of the burden of proof. The chapter further discusses the scope of application of prospectus liability, the range of potentially liable actors (issuer, lead manager, co‑managers, selling shareholders and certain other third parties), and the availability and limitations of defences such as due diligence and contributory negligence. It also addresses remedies, limitation periods, disclaimers, and collective redress, and concludes by identifying the main strengths and weaknesses of the Dutch approach.
Pijls, Arnoud, Prospectus Liability under Dutch Law (May 1, 2025), 10.1093/law/9780198928348.001.0001.
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