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September 10 2025
Introduction: Ethiopia’s Public Offering and Trading of Securities Directive No. 1030/2024 (issued by the Ethiopian Capital Market Authority in late 2024) sets forth a detailed roadmap for preparing a prospectus for a public securities offering. Critically, it mandates a team-based approach: various professional parties – notably Legal Advisors (lawyers), Transaction Advisors, Auditors, and Financial Advisors – must all contribute to the prospectus, each with defined responsibilities and disclosures. The directive explicitly requires that the prospectus include a summary of all such professional parties (and any experts) involved, along with disclosure of any interest they have in the issuer and any material conflicts of interest. This framework ensures that legal compliance, financial accuracy, and market integrity are thoroughly vetted by specialized experts before the offering is presented to investors.
Below, we examine the role of the Legal Advisor (Lawyer) in the prospectus preparation process and compare it to the roles of the Transaction Advisor, Auditor, and Financial Advisor. We highlight each party’s specific duties and required disclosures as per Directive 1030/2024, and discuss how their roles overlap or differ, including how they collaborate to produce a compliant and robust prospectus.
1. Legal Due Diligence and Disclosure: The legal advisor is fundamentally responsible for ensuring that all legal aspects of the issuer and the offering are accurately disclosed in the prospectus. Directive 1030/2024 requires that the prospectus include information on “any governmental, legal, or arbitration proceedings… pending or threatened” that could have significant effects on the issuer’s financial position. It falls to the lawyer to conduct thorough legal due diligence to identify such proceedings (e.g. lawsuits, disputes, regulatory investigations) and make sure they are described fully and clearly. If there are none, the prospectus must explicitly state that there are no such legal proceedings. The lawyer also verifies that the “legal basis of the issuance” (the authority under which the securities are issued, such as board and shareholder approvals, company law provisions, etc.) is disclosed. In practice, this means the lawyer ensures that the prospectus cites the issuer’s constitutional documents and shareholder resolutions that authorize the new securities, as required by Article 117(2) .
Furthermore, the legal advisor helps draft sections on the issuer’s material contracts, regulatory compliance, and organizational structure. While the directive lists these content requirements (for example, rights attached to securities, restrictions on transfer, tax implications), the lawyer’s role is to make sure the text of the prospectus meets these requirements in substance and that nothing legally material is omitted. If the issuer has key contracts (say, partnership agreements or government licenses), the lawyer determines which must be summarized to investors under the general duty of disclosure. In short, the lawyer acts as the “legal gatekeeper,” confirming that from a legal standpoint, the prospectus contains all information that investors and regulators need.
2. Drafting Legal Sections and Risk Factors: Lawyers typically draft the portions of the prospectus that require legal expertise. This includes the description of the issuer’s legal structure (e.g. incorporation details, principal laws governing its business), summaries of material litigation or disputes (per Article 116), and disclosure of regulatory matters (licenses, permits, compliance with sector-specific regulations). The legal advisor also contributes significantly to the “Risk Factors” section, especially for risks that arise from legal contingencies or regulatory uncertainties. The directive mandates a dedicated section for “material risks” specific to the issuer, the securities, and the offering, presented clearly and without boilerplate language. For example, if the issuer’s business depends on a government license subject to renewal, the lawyer would ensure the risk of non-renewal is disclosed as a risk factor, and that this risk factor is linked to information elsewhere in the prospectus (since Article 124(5) forbids including a risk that is not also described in the main text). The lawyer must also ensure no impermissible disclaimers or mitigative language dilute the risk disclosures, per Article 124(6). This legal scrutiny helps provide investors a frank discussion of risks in compliance with the standards set by the directive.
3. Independent Legal Opinion and Compliance Confirmation: Although not spelled out in detail in the extract of the directive above, Ethiopian capital market regulations (as reflected in industry practice and related provisions) require the legal advisor to provide an Independent Legal Opinion as part of the offering process. This is an official letter or certificate submitted to the Ethiopian Capital Market Authority (ECMA) confirming that the prospectus complies with all legal requirements and that the issuer has obtained necessary approvals to issue the securities. The directive expects the involvement of “Experts” and professional parties and requires that they be named in the prospectus. In practice, the legal advisor is treated as one such expert, and the lawyer’s opinion letter is part of the regulatory submission package. This opinion typically attests that: (a) the issuer is duly incorporated and legally empowered to issue the securities, (b) the prospectus contains all information required by law (e.g. as enumerated in Directive 1030/2024) and nothing material is misrepresented or omitted, and (c) the offering, as described, will not contravene any laws or regulations. While the directive text provided focuses on disclosure content, the requirement for a legal advisor’s opinion is implied by the need to have an independent check on legal compliance. The prospectus usually states that “\[Law Firm Name], as Legal Advisor to the Issuer, has provided an independent legal opinion confirming the legality of the offering and has given consent to be named in this prospectus.” This ensures the ECMA and investors know that a qualified lawyer has vetted the document.
4. Ensuring Regulatory Compliance (No Unauthorized Offerings): The legal advisor also plays a crucial part in guiding the issuer to comply with procedural regulations during the offering process. For instance, no prospectus can be published or advertised until the Authority approves it – doing so is an “unauthorized publication” under Article 154, which carries heavy penalties. Although the Transaction Advisor is primarily charged with managing this process (and faces the larger fine), the lawyer advises the issuer and underwriters on what constitutes a permissible communication. The lawyer might review any press releases or investor presentations to ensure they do not amount to an unapproved offer. The directive’s penalties (10–25% of the TA’s fee for the TA, and 0.1–1% of capital for the issuer) underscore how critical compliance is; the legal advisor helps the team avoid such breaches. Additionally, if during the ECMA review process the Authority provides comments or requires modifications to the prospectus (for example, adding a missing disclosure), the legal advisor helps prepare the responses and revised text, particularly for legal points. The lawyer may also coordinate with the Transaction Advisor to file any supplementary prospectus if a material change occurs pre-offering. In summary, the legal advisor’s role is to preserve the legal integrity of the prospectus and offering process end-to-end – from due diligence and drafting to final regulatory approval.
5. Disclosure of the Legal Advisor’s Own Interests: Under Article 123, the prospectus must disclose the involvement of professional parties and any interests they have in the issuer. Accordingly, the legal advisor must ensure that their own relationship is disclosed. If the law firm or any of its partners hold shares in the issuer or have any economic stake, that must be stated (or otherwise explicitly note that the legal advisor has “no interest in the issuer other than as professional advisor”). Any material conflict of interest on the part of the legal advisor in connection with the offering must also be disclosed. The legal advisor typically provides the issuer with a confirmation of any such interests to be included in the “Professional Parties” section. This transparency is aimed at alerting investors to potential biases and ensuring the legal advice is independent. For example, if the legal advisor’s fees are contingent on a successful offering (a success fee), that might be considered material to disclose; the lawyer would flag this to be included in the prospectus. The directive also requires an itemized listing of expenses related to the offer, including “legal fees” paid by the issuer, which further ensures that the legal advisor’s role and compensation are public information.
In summary, the lawyer’s role as defined (and implied) by Directive 1030/2024 is to champion legal compliance and transparency in the prospectus. The legal advisor ensures that all required legal disclosures (proceedings, authorities, rights, etc.) are present, that risk factors related to legal matters are properly described, and that the overall document satisfies Ethiopia’s securities laws. By providing a legal opinion and carefully reviewing the prospectus, the lawyer helps protect the issuer from regulatory infractions and gives investors confidence that the offering has passed an independent legal check.
1. Lead Coordinator of the Offering: The Transaction Advisor (often an investment bank or licensed financial advisor) is essentially the project leader for the public offering. Directive 1030/2024 heavily features the Transaction Advisor’s responsibilities, indicating that no public offer proceeds without one. The Transaction Advisor coordinates the preparation of the prospectus, working closely with the issuer’s management and the other advisors. They ensure that the prospectus includes all required information about the securities and the offering mechanics. Many specific content requirements in Section 8 of the directive fall to the Transaction Advisor to compile – for example, the terms and conditions of the offer (how it will be conducted, subscription process, allotment policy), the plan of distribution (which selling agents or banks will distribute the shares), and details on any underwriting arrangements. The Transaction Advisor makes sure these logistical and financial details are properly described in the prospectus as mandated. In effect, the Transaction Advisor serves as the architect of the prospectus’s financial and procedural content, assembling information from various sources (company management, lawyers, auditors) into a coherent document.
2. Preparation of Financial and Business Sections: While the legal advisor handles legal disclosures, the Transaction Advisor typically takes the lead in drafting the sections about the issuer’s business, industry, and financial condition. For example, the directive requires information on the issuer’s business plan and use of proceeds – Article 120 says the prospectus must disclose why the issuer is raising funds, how the net proceeds will be used, and in what priority. The Transaction Advisor works with management to articulate these plans and ensures that if the funds won’t fully cover all projects, the shortfall and other funding sources are stated. Another critical area is the pricing of the offer: Article 119(1) explicitly requires that the prospectus state the offer price (or price range) and that this be “supported by the Valuation Report from the Transaction Advisor.”. This means the Transaction Advisor must perform a valuation of the company (using methods like comparables or discounted cash flows) and provide a formal report justifying the share price. That valuation rationale is then summarized in the prospectus. If a book-building method is used to set the price, the Transaction Advisor must describe the process, including the price range and how the final price will be determined (Article 119(2)). Thus, the Transaction Advisor’s financial expertise directly feeds into what investors see in the prospectus regarding price and offering size.
Moreover, the Transaction Advisor coordinates the inclusion of the issuer’s financial statements in the prospectus. While the auditor provides the audited figures, the Transaction Advisor ensures the prospectus presents three years of financial data (or the required period) in the prescribed format and that a Management’s Discussion and Analysis (MD&A) of financial results is included. The directive implies in multiple sections that a full financial picture is needed (for instance, Article 117 requires details on the securities, and by extension, one must include the financial context for those securities). In practice, the Transaction Advisor will cross-check that the financial statements meet the standards (International Financial Reporting Standards, as required by the Authority) and that the offering expenses are properly disclosed, including their own fee, legal fees, and others (Article 122(2)). They usually prepare a schedule of all costs of the issuance to be listed in the prospectus, which the directive specifically calls for (advertising, printing, fees, commissions, advisor fees, etc.).
3. Managing Regulatory Filings and Compliance: The Transaction Advisor serves as the primary liaison between the issuer and the regulator (ECMA) for all matters related to the prospectus approval. They typically submit the official prospectus (registration) application to the Authority on behalf of the issuer. As such, the TA bears significant responsibility for compliance. The directive’s enforcement provisions highlight this: for an “unauthorized publication” of offering materials, a Transaction Advisor can be fined 10–25% of their agreement fee, whereas the issuer’s fine is much smaller (0.1–1% of the offering size). This signals that the Transaction Advisor is expected to control the process tightly to prevent any breaches. The TA will coordinate the timing of announcements, ensure that no prospectus or even preliminary notice goes out without approval, and will recall any information if the Authority orders (the directive empowers the Authority to require the TA to publish a retraction or correction).
During the Authority’s review, the Transaction Advisor Liaisons with the ECMA on any questions – for example, if the Authority asks for clarification on the company’s financial trends or for additional risk disclosure, the TA organizes the advisors (legal, financial, or company reps) to draft a response. The goal is to satisfy all regulatory requirements so that the Authority grants approval for the prospectus. The directive also penalizes late filing of certain documents: Article 156 says if required supplements or reports are not filed on time, the lead Transaction Advisor faces a fine up to Birr 3,000,000, versus Birr 100,000 for other advisors. This again underscores that the Transaction Advisor as lead must track all deadlines (for instance, filing a supplementary prospectus if a material change occurs, within the timeframe set by the directive). The Transaction Advisor essentially project-manages the compliance timeline, preventing any delays that could incur penalties.
4. Overseeing Marketing, Distribution and Post-Approval Steps: Once the prospectus is approved, the Transaction Advisor commonly leads the marketing of the offering, subject to the rules in the prospectus and directives. They may arrange investor presentations (roadshows), and because they are engaged in selling efforts, the prospectus requires detailing the “plan of distribution” and any selling agents involved. The TA ensures this section is comprehensive – naming any banks or brokers helping with the sale, and the process by which shares will be allocated. If the offer is underwritten, the Transaction Advisor likely negotiated the underwriting agreement, and Article 121 requires key terms of that agreement to be disclosed (firm commitment vs. best efforts, underwriter names, fees, etc.). The TA sees that those details (underwriting commission, address of underwriters) are included as required. During the subscription period, the Transaction Advisor may manage the collection of subscriptions (often through designated receiving banks) and, after closing, organize the allotment of shares. The prospectus must state the allotment policy (e.g. pro-rata if oversubscribed), and the Transaction Advisor implements it and arranges for refunds of excess funds if applications are scaled back.
Finally, the Transaction Advisor often plays a role in the transition to a publicly traded status. For instance, Article 125 on trading arrangements requires the prospectus to indicate the intended securities exchange for listing. The TA usually coordinates the listing application with the exchange once the offer is done (though this may happen after the prospectus stage). In summary, the Transaction Advisor’s role spans from concept to completion of the offering: valuing the company, structuring the offer, producing large parts of the prospectus, shepherding it through regulatory approval, and then ensuring the securities are successfully distributed to investors. The directive places heavy trust in and accountability on the Transaction Advisor, which is evident from the explicit mentions of the “Transaction Advisor” in key sections (pricing, expenses, penalties). This makes the Transaction Advisor the linchpin of the prospectus process.
1. Providing Audited Financial Statements: The external auditor’s primary responsibility is to provide the historical financial information that appears in the prospectus, along with assurance of its accuracy. Under Ethiopian capital markets rules, an issuer must include audited financial statements (typically for the last three fiscal years, plus interim periods as needed) in the prospectus. Directive 1030/2024 itself, while focusing on disclosure content, implicitly relies on audited figures – for example, the requirement that financial data adhere to prescribed standards. The ongoing obligations section (Article 140(3)) of the directive requires that financial statements comply with the Financial Reporting Standards adopted (IFRS), which implies that the financials in the prospectus are prepared on that basis and audited accordingly. The auditor’s role is to ensure the balance sheet, income statement, cash flows, and changes in equity included in the prospectus are true and fair and have been audited in accordance with professional standards. The prospectus will typically reproduce the auditor’s report (opinion letter) for each year’s financial statements, or at least state the opinion (e.g. “Auditor X issued an unqualified opinion on the financial statements for year Y”). These audit reports give investors confidence that the numbers have been vetted by an independent expert.
If the prospectus includes an interim financial statement (say, six-month figures if the last audited year-end is more than a certain number of months old), the auditor usually performs a review of that interim data. The directive mandates semi-annual financial disclosure within 45 days of half-year end for listed companies, which indicates the importance of up-to-date financials. For the prospectus, auditors may provide a limited review report for interim periods to state that nothing has come to their attention that causes them to believe the interim results are materially misstated.
2. Reviewing Prospectus Financial Information: Beyond the formal statements, auditors help with consistency and accuracy of financial information throughout the prospectus. The directive emphasizes that no material information should be omitted or presented misleadingly. Auditors contribute by checking that any financial figures cited in narrative sections (for instance, revenues in the business overview or capitalization figures) match the audited numbers. If the prospectus has a section like “Selected Financial Information” or “Summary Financial Data”, the auditor will verify those summaries against the audited statements. Article 123’s requirement to list all experts implies that auditors, as the providers of the audit report, are considered Experts whose names must be disclosed. The prospectus will name the audit firm, and Article 123(2) requires disclosing any interest the auditor has in the issuer. In practice, auditors are independent and have no financial interest, which the prospectus will state. They also must consent to the inclusion of their audit reports in the prospectus.
A key contribution of auditors is ensuring the prospectus doesn’t create a false market with respect to financial condition. For example, Article 138(1)(b) in the ongoing disclosure section obliges issuers to disclose information necessary to avoid a false market during the offering, the auditors help ensure that if any significant event (like a major subsequent loss) occurred after the audit, the prospectus addresses it (perhaps via a note or a pro forma adjustment). Auditors also often provide a “comfort letter” to the underwriters/transaction advisor at the time of the offering, stating that they have performed certain additional checks (e.g. on subsequent changes after the last balance sheet date) and nothing material came to their attention. While this letter is not published in the prospectus, it underpins the statements made therein.
3. Accountability and Ongoing Role: The directive signals that changes relating to auditors or accounting policies must be disclosed – Article 139(e) requires current disclosure of any change in external auditor or significant accounting practice. In the context of the prospectus, the auditor would ensure that if the issuer recently changed its accounting framework or auditor, the prospectus notes it so investors understand any differences in financial reporting. Auditors also typically assist in drafting the “Capitalization and Indebtedness” statement (often included to show the debt/equity situation before and after the offering) by providing assurance that it reconciles with the audited figures.
It’s worth noting that the auditor, like other advisors, can face consequences if their domain is handled improperly. If there were a material misstatement or omission in the financial part of the prospectus, the auditor’s reputation is at stake and the Authority could potentially take action (though the directive doesn’t list specific fines for auditors, the general penalty clause could apply ). This risk incentivizes the auditor to be diligent and conservative in their review.
In summary, the Auditor’s role is to ensure the prospectus’s financial information is accurate, complete, and trustworthy. They provide the audited financial statements that anchor the prospectus, review the financial content for consistency, and declare their professional opinion on the financials. Their work delivers assurance to investors that the numbers in the prospectus are reliable and conform to required standards (e.g. IFRS). By naming the auditor and including their report, the prospectus meets the directive’s goal of transparency regarding the issuer’s financial track record.
1. Ancillary Financial Expertise: The term Financial Advisor in this context refers to any additional advisors (other than the Transaction Advisor and Auditor) who contribute financial planning or analysis expertise to the offering. In some cases, especially large or complex offerings, the issuer might have a separate financial consultant or a corporate finance advisor assist alongside the lead Transaction Advisor. Directive 1030/2024 acknowledges this by requiring disclosure of “financial advisory fees” as a distinct line item in the offering expenses. This indicates that a Financial Advisor can be a separate party whose role is to advise on financial matters of the prospectus. Often, the Financial Advisor might be involved in business plan preparation, financial projections, and feasibility studies. Notably, Article 132 of the directive requires a Feasibility Report by an expert if the proceeds are to be used for a specific project (common in debt securities). Such a report could be prepared by a specialized financial consultant or engineer. In an equity offering prospectus, a Financial Advisor might not provide a separate report but could assist management in formulating any earnings forecasts included (the directive allows companies to optionally include Earnings Forecasts, which must be certified by management under Article 144).
2. Strengthening Financial Disclosures: A Financial Advisor works to ensure that the issuer’s financial story is compelling and clear to investors. This can involve helping the issuer draft the Use of Proceeds discussion by breaking down how each portion of the funds will be allocated (Article 120(2) and (3) require detailed and prioritized uses, and stating other funding sources if proceeds are insufficient) . The Financial Advisor might perform analyses to justify these uses and assist in presenting the company’s strategy and growth plans that underpin the fundraising. They also might help prepare the management’s discussion and analysis (MD&A) section by analyzing trends, quality of earnings, and key financial ratios for inclusion. In essence, they translate raw financial data into a narrative about the company’s financial health and prospects, aligning with what investors need to know.
Additionally, if the offering involves complex financial instruments or scenarios (for example, a rights issue concurrent with an offer, or a mix of primary and secondary shares), the Financial Advisor can model out various scenarios and advise on how to present them. The directive requires clarity if multiple transactions occur together – Article 134(3) says any concurrent offer alongside a rights issue must have key details disclosed. A Financial Advisor ensures these combined effects (perhaps on shareholding structure or on total fundraising) are accurately described.
3. Support in Valuation and Pricing: While the Transaction Advisor has the official duty of providing the valuation report, a Financial Advisor might be engaged to perform an independent valuation or to double-check the assumptions. In practice, an issuer might hire an accounting firm or consulting firm to do a fairness opinion or valuation study, especially to reassure the board on pricing. If so, that Financial Advisor’s analysis might be summarized in the prospectus (or at least used by the Transaction Advisor in its pricing rationale). The prospectus would then list that firm as an Expert if their report is referenced, pursuant to Article 123.
Moreover, the Financial Advisor might help structure the offer in terms of the number of shares to issue versus sell (if some existing shareholders are selling, which needs delineation in the prospectus as “Offered for Sale” vs “Offered for Subscription”). They could analyze the impact of different offer sizes on the company’s financial ratios (like earnings per share or debt-to-equity) and coordinate with the Transaction Advisor to optimize the structure. All such considerations ultimately feed into the disclosed information – e.g. how many shares are new vs. existing, what the post-offer capitalization will be – which are required by the directive to be transparent.
4. Collaboration and No Conflicts: If a Financial Advisor is separate from the Transaction Advisor, they must collaborate closely to avoid duplication and conflict. The directive’s broad requirement to disclose “all relevant parties involved in distributing the securities” (Article 121(1)) and to summarize all professional parties (Article 123(1)) means that the Financial Advisor’s presence is known, and like others, any interest in the issuer must be disclosed. This fosters an environment where the Transaction and Financial Advisors work in tandem rather than at cross purposes because any material conflict (for example, if the Financial Advisor also has a stake in the issuer) must be reported to investors. Typically, the Financial Advisor’s role is complementary: whereas the Transaction Advisor focuses on execution and regulatory compliance, the Financial Advisor might focus on internal readiness (getting the accounts and projections in shape) and giving comfort on financial representations. Both roles, however, overlap in ensuring that the prospectus’s financial disclosures are sound and satisfy regulatory requirements.
In summary, the Financial Advisor’s role is supportive but important: they provide additional financial rigor to the prospectus preparation. By working on projections, business strategy, and sometimes valuation, they bolster the sections of the prospectus that speak to the company’s future and the rationale for investment. The directive acknowledges their presence mainly through fee disclosures, but the value they add is seen indirectly in a well-crafted use of proceeds, a coherent financial narrative, and compliance with any requirements for expert input (like feasibility studies). When a financial advisor is used, the outcome should be a prospectus that not only complies with the letter of the law but also clearly communicates the financial opportunity to investors.
Directive 1030/2024 deliberately involves multiple professional parties in prospectus preparation to ensure multi-disciplinary oversight. As described, there are areas of overlap where the roles must work together, and there are clear distinctions where one party takes the lead. We highlight some key interactions:
In conclusion, Directive 1030/2024 creates a framework where lawyers, transaction advisors, auditors, and financial advisors must work in concert to produce a prospectus. There are built-in checks: the requirement for full disclosure and multiple expert inputs means that if one party misses something, another may catch it. There are also clearly defined duties: e.g., only the Transaction Advisor can officially price the deal, only the auditor can vouch for the financials, only the legal advisor can certify legal compliance. The overlaps are largely in the realm of ensuring consistency and completeness, while the distinctions lie in technical domains. The net effect is a prospectus that, by design of the directive, benefits from both breadth and depth of expertise. The breadth comes from having different specialists (legal, financial, accounting) cover all angles, and the depth comes from each specialist rigorously handling the details in their domain. This multidisciplinary approach is critical for investor protection – it reduces the risk of oversight or bias that might occur if a prospectus were prepared by a single advisor or the issuer alone. The table below summarizes the key roles and responsibilities of each professional party in light of the directive:
Collaboration: All these parties must collaborate to produce a cohesive prospectus. The directive’s requirement that the “overall picture presented by the Prospectus” corroborate individual disclosures (Art. 124(5)) is essentially a directive to collaborate – the legal, financial, and auditing narratives must align. For example, if the auditor identifies a subsequent event requiring adjustment, the transaction advisor and lawyer work together to add a note in the financial section and possibly a risk factor, ensuring the prospectus remains internally consistent and up-to-date . Regular joint meetings and comprehensive due diligence sessions are customary, even though not explicitly mandated by the written directive, because they are the practical way to fulfill its mandates.
Distinctions: Despite teamwork, each advisor’s core duties don’t dilute. The lawyer will be the one to state “all material contracts have been disclosed” and sign their opinion to that effect; the auditor will be the one to sign off on financials; the transaction advisor will be the one to stand in front of the ECMA defending the prospectus contents and pricing; the financial advisor will focus on detailed financial modeling support. The directive’s enforcement provisions shine light on these distinct roles – e.g., only the Transaction Advisor is explicitly penalized for certain lapses like late filings, reinforcing that it’s the TA’s job to ensure filing compliance, whereas a legal mistake (like missing a litigation) would implicate the legal advisor’s opinion.
In sum, Directive 1030/2024 orchestrates a multi-expert effort where lawyers ensure legality, transaction advisors ensure execution and fairness of the offer, auditors ensure financial accuracy, and financial advisors ensure robust financial projections and planning. Their roles are different but interlocking, designed to collectively produce a prospectus that is comprehensive, accurate, and compliant from every angle. This comprehensive approach protects investors by maximizing the chance that any issue is caught and disclosed by at least one of the professionals involved, fulfilling the directive’s overarching goal of transparency and integrity in Ethiopia’s capital markets.
