It will be shown here that the regulation of market operations pursues the objective of the proper functioning of the market. This objective should not be too radically dissociated from that of investor protection: by protecting the functioning of the financial market, regulation indirectly protects the investors who use it. From an international perspective, this objective explains why the law to be applied should, in our view, be subject to the law of the financial market, and the supervision of transactions should be entrusted to the authority of the place of listing. The legal system of the issuer's registered office may, however, have cumulative jurisdiction, depending on the circumstances – in particular where the regulation in question is aimed at protecting the internal organisation of the listed company at least as much as that of the market. The application of the law on market transactions will be studied by distinguishing between transactions aimed at supervising the issuer and those that artificially modify the securities price. In the first case, market transactions are subject to the law on threshold crossings and takeover bids (Section 1); in the second case, they are subject to the regulations on the purchase by the issuer of its own shares and on short selling (Section 2).

Section 1. SUPERVISION OF THE ISSUER

Threshold crossing and takeover bid. Threshold crossing law is a separate body of rules from takeover regulation. The former has its source in the Transparency Directive, which was adopted on the basis of the unification of the internal market, while the latter is derived from the Takeover Directive. The latter, although adopted at the same time as the financial legislative package of the Prospectus/Transparency/Market Abuse Directives established on the basis of the internal market, is a company law directive,adopted on the basis of the freedom of establishment.