The Financial Markets Supervision Act3 (Wet op het financieel toezicht, FMSA) requires an issuer to publish and distribute a prospectus before it is admitted to listing on a regulated market or the offer of securities to the public are made. This provision implements the Prospectus Directive 20034 that harmonises public law requirements with respect to the publication and distribution of a prospectus.
If a prospectus is misleading to investors, these investors may bring a liability claim against the issuer and / or the lead manager and / or the other members of the syndicate for the losses they suffered as a result of the misleading prospectus.
Netherlands private law does not have a special regulation with respect to prospectus liability. [...]
Corporate and Financial Law

Arons, T., & Pijls, A. (2010). Prospectus liability in the Netherlands: Consequences of the Unfair Commercial Practice Rules. In Financial Law in the Netherlands / Edited by Marcel C.A. van den Nieuwenhuijzen (cop. 2010) (pp. 443–486). Retrieved from