ESMA updates guidelines on the delay in disclosure of inside information under MAR

The European Securities and Markets Authority (ESMA) has published updated and streamlined guidelines on the delay in the disclosure of inside information under the Market Abuse Regulation (MAR). Under MAR, issuers are required to disclose to the public as soon as possible directly relevant inside information, to ensure that investors are informed and to prevent insider dealing. In specific circumstances, issuers may delay public disclosure to avoid prejudicing their legitimate interests. These guidelines help issuers in their decision to delay disclosure by providing a non-exhaustive list of legitimate interests that could justify such delay.

Following its February consultation, ESMA has identified five additional legitimate interests that may justify delayed disclosure, including:

• where the issuer is requested not to disclose information by a public authority
• where the issuer needs to collect additional information to enable a correct assessment of inside information by market participants
• where the issuer may risk the loss of a business opportunity following the disclosure of sensitive commercial information
• where the appointment of a member of the issuer's governing body or a manager holding a key position could be jeopardised
• where the disclosure of inside information concerning companies within the same group could cause a direct prejudice to the issuer and undermine the effectiveness of the delay applied by another company within the group.

ESMA has also removed the legitimate interests for delayed disclosure relating to protracted processes, to reflect the fact that since June, issuers are no longer required to immediately disclose inside information relating to these processes before their completion. The revised guidelines will apply from the date they are published on ESMA’s website in all official EU languages.

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