3 minutes
2026-05-28
Compliance Regulations & Updates
Update
This article was published before the European Commission adopted the Delegated Regulation on protracted processes and delayed disclosure (8 April 2026). For the most current overview, including the non-exhaustive list of “final events” and the new “contrast” test for delayed disclosure, see our updated article on the Listing Act’s implications for MAR and insider lists.
The EU Listing Act was published in the Official Journal on 14 November 2024. The most important timing milestones are currently as follows:
4 December 2024: Entry into Force
(a) Market Soundings
- Codification of current MAR implications and market consensus that the MAR market soundings regime is not mandatory but a safe harbour from the offence of unlawful disclosure.
- The market sounding definition will include communications of information not followed by any specific announcement.
- The cleansing process is simplified, removing the obligation for written notification when information has been announced.
(b) PDMR Closed Periods Amendments and Transactions Reporting
- The PDMR €5,000 transaction reporting threshold is generally increased to €20,000.
- Clarification that the closed period trading prohibition does not apply to transactions or activities that depend exclusively on external factors or that do not involve active investment decisions by PDMRs.
(c) Buy-Back Programmes Reporting
- Buy-back programme transaction reporting is reduced to the most liquid market only.
- Only aggregated transaction information needs to be publicized.
In the Coming Months: EC to Adopt Delegated Act
The European Commission (EC) will adopt a Delegated Act with a non-exhaustive list of situations where inside information intended to be delayed contrasts with the latest public announcement or communication. This will clarify the final events in protracted processes and determine when they must be disclosed.
5 September 2025: ESMA Draft ITS Deadline
- The deadline for ESMA is to provide the EC with a draft of the Implementing Technical Standards (ITS) on the possible use of an alleviated format insider list by a wider cohort of issuers.
5 June 2026: Entry into Force
(a) Protracted Processes
- In protracted processes, inside information will no longer need to be disclosed for intermediate steps but only for the final event.
(b) Sanctions
- Sanctions will be made more proportional to issuer size.
Continued Obligations for Issuers
The MAR changes only affect announcements that disclose inside information to the public. For issuer inside information arising during any intermediate step, the issuer must still:
- Create an insider list.
- Prohibit insider dealings.
- Execute the usual inside information precautions processes.
Useful External Links
EU Listing Act – Implications for MAR and Insider Lists
Compliance Regulations & UpdatesThe Act was published 14 November 2024 and entered into force on 4 December 2024. Its changes to MAR are rolled out in two waves, with two different effective dates: 4 December […]
6 min
May 27, 2026 EU Listing Act – Implications for MAR and Insider Lists
The Act was published 14 November 2024 and entered into force on 4 December 2024. Its changes to MAR are rolled out in two waves, with two different effective dates: 4 December […]
4 minMay 27, 2026 EU Listing Act – Implications for MAR and Insider Lists – 4 December 2024
The Act was published 14 November 2024 and entered into force on 4 December 2024. Its changes to MAR are rolled out in two waves, with two different effective dates: 4 December […]
3 minMay 27, 2026 Revised Conditions for Delaying Disclosure
The delay mechanism (under Art. 17(4)) is retained, but one of the three conditions has been amended. The previous condition – that delay is “not likely to mislead the public” – is […]
4 minMay 27, 2026 Protracted Processes: Disclosure Only on the Final Event
Under the pre-June 2026 rules: Issuers have been required to disclose inside information arising at each intermediate step of a protracted process (such as e.g. ongoing merger negotiations, a capital raise, or […]