CopiedEU Listing Act – Implications concerning 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 Copied

(a) Market Soundings Copied

• 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 Copied

• 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 Copied

• 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 Copied

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 Copied

• 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 Copied

(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 Copied

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:

1. Create an insider list.
2. Prohibit insider dealings.
3. Execute the usual inside information precautions processes.

Useful External Links Copied

• Setterwalls: The Listing Act – EU’s New Legislative Package
• Linklaters: EU Listing Act – Key Changes for ECM
• Cleary Gottlieb: Important Changes to MAR
• Schoenherr: Significant Changes to the Market Abuse Regime
• Baker McKenzie Insight: Europe – EU Listing Act