CopiedProtracted 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 a restructuring) unless they formally invoked the delay mechanism (under Art. 17(4)).

Changes Applying from 5 June 2026 Copied

From 5 June 2026: Intermediate steps in a protracted process will be excluded from the Art. 17(1) disclosure obligation entirely (without any need to invoke the delay mechanism). Issuers will only be required to disclose inside information relating to the final event or final circumstances of the process, and only once that event has actually occurred. Intermediate steps are also excluded from the scope of the delayed disclosure regime. Once the final event or final circumstances have occurred, the issuer may still invoke the Art. 17(4) delay mechanism, provided that the conditions for delayed disclosure are met. ESMA expects this to happen only in a limited number of cases.   

There is one important caveat: If confidentiality of an intermediate step is lost; that information must be disclosed as soon as possible.

The Delegated Regulation’s List of Final Events Copied

The European Commission (on 8 April 2026) in relation thereto adopted a Delegated Regulation that provides, for the first time, a harmonised non-exhaustive list of disclosure-triggering “final events” in protracted processes. The list is organised into seven categories:

• (A) Business strategy: signing of agreements, acquisition or disposal of material assets, approval of draft terms for mergers, and major restructurings
• (B) Capital structure, dividends, and interest payments: capital increases and issuances, share buy-backs, dividend proposals, and postponement of payments
• (C) Financial information: acknowledgment or approval of financial results and forecasts
• (D) Corporate governance: appointment and removal of governing-body members, and material amendments to articles of incorporation
• (E) Interventions by public authorities: applications for licences, authorisations, intellectual-property rights, and product approvals; clinical trials; public procurement; and insolvency and restructuring proceedings
• (F) Credit institutions and insurance undertakings: own-funds reductions and resolution actions
• (G) Legal proceedings, sanctions, and delisting: administrative and judicial decisions, quantification of sanctions, and delisting

Review the full list or protracted processes in Annex I in the delegated regulation here.

Aspects of the List Worth Noting Copied

• For agreements and asset purchases: The signing with binding effect (or an equivalent legally binding act) constitutes the final event.
• For corporate governance decisions that require shareholder approval: The governing body’s decision to submit the matter to the general meeting is treated as the final event (not the general meeting itself).
• Where a public authority’s decision may be subject to appeal: Disclosure is still required at the time of the initial decision.

For protracted processes not covered by the list, issuers remain responsible for identifying the final event on a case-by-case basis and must be able to substantiate that determination to their competent authority.

What This Means in Practice Copied

The delay mechanism has up to this point been largely used for the intermediate steps of a protracted process. The change to the public disclosure trigger should mean that compliance teams reduce their usage of delayed disclosures, as the number of use cases for it is limited compared to before the change.

Issuers should still create and maintain an insider list from the moment inside information first arises – the obligation to identify and manage inside information remains, even where the obligation to disclose does not yet arise.  For the wider context, see our main article on the Listing Act’s implications for MAR and insider lists.