EC adopts Delegated Regulations on disclosures and trading under MAR

The European Commission (EC) has adopted two Delegated Regulations under the Market Abuse Regulation No 596/2014 (MAR) to reflect amendments introduced by the Listing Act (Regulation (EU) 2024/2809).

The first Delegated Regulation sets out requirements on the disclosure of inside information in protracted processes, including the conditions and arrangements for the delay of disclosure. Under Article 17(1) of MAR, issuers must disclose inside information as soon as possible, although Article 17(4) permits delayed disclosure in certain circumstances. The Listing Act amended this regime by excluding intermediate steps in protracted processes from disclosure, provided confidentiality is maintained, and by clarifying when disclosure may be delayed. The Delegated Regulation sets out non exhaustive lists of: (i) final events or circumstances that trigger disclosure along with the timing of such disclosure; and (ii) situations where there is a contrast between inside information whose disclosure is intended to be delayed, and the most recent public announcement or communication by the issuer or emission allowance market participant on the same subject. The Regulation will enter into force on the third day following its publication in the Official Journal of the European Union (OJ).

The second Delegated Regulation amends Delegated Regulation (EU) 2016/522 to: (i) reflect the broader scope of the exemptions from the prohibition for persons discharging managerial responsibilities to trade during closed periods set out in Article 19(12) of the MAR; (ii) establish a list of designated trading venues that have significant cross-border dimension for the purpose of implementing the mechanism to exchange order data referred to in Article 25a of the MAR with respect to shares; and (iii) update Annex II on the practices specifying the indicators of market manipulation, to account for technical developments such as algorithmic trading, and to correct a few erroneous cross-references. The Amending Regulation will enter into force on the 20th day following publication in the OJ.

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