مخاطر الإفصاح في الطروحات العامة.. حدود المسؤولية القانونية

The environment for public offerings is witnessing rapid expansion, accompanied by an increase in disputes related to disclosure requirements. The judicial bulletin issued by the "General Secretariat of the Committees for the Settlement of Securities Disputes" indicated that the number of lawsuits received in the second half of 2024 rose by 11.4% compared to the same period in 2023, which is an indicator of the sensitivity of the disclosure file as one of the pillars of market protection.

Practical experience reveals that breaches of disclosure are not only related to formal non-compliance but may also result in regulatory liability extending to the issuing entity, board members, and advisors involved in preparing the bulletin.

Legal risks in this context can be classified into three main forms:

First: Misleading or incomplete disclosure; this occurs when incorrect data is included, or when material facts that may affect investment decisions are omitted, according to Articles (49), (55), and (56) of the Capital Market Law.

Second: Mischaracterization of material facts; this appears when information is presented correctly in its essence without indicating its financial or regulatory impact, such as referencing a commercial dispute without clarifying the likelihood of losing it.

Third: Uncontrolled proactive disclosure; this is represented by providing forward-looking indicators or financial estimates without disclosing the assumptions on which they are based, which may create an impression for the investor of a guaranteed obligation.

The disclosure standard relies on the concept of "material fact," which is assessed by two integrated dimensions: quantitative (financial impact and relevant ratios) and qualitative (the nature of the event itself, such as significant management changes or disputes with potential impact).

Finally:

Enhancing the quality of disclosure remains one of the most important tools for protecting the offering environment and reducing accountability risks, which imposes on all concerned parties the necessity to develop their practices beyond the minimum regulatory requirements.