ESMA published a final report 5 January 2022 concerning delayed disclosure under
MAR. The translated guidelines were published 13 April 2022. Each respective EU
national competent authority thereafter has 2 months to comply and/or notify
ESMA of any non-compliance.


The amendments mostly concern institutions subject to the EU Capital Requirements
Directive (CRD) and/or EU Capital Requirements Regulation (CRR).


The guidelines add 2 types of additional circumstances to the list of legitimate interests of
issuers for delaying public disclosure of inside information (MAR Art. 17(4)):


(1) institutions intend to carry out redemptions, reductions, repurchases, repayments or calls
of own funds, pending regulatory authorization;


(2) draft supervisory review and evaluation process (SREP) decisions or any related
preliminary information.


Finally, ESMA clarifies that (draft or final) Pillar 2 capital requirements (P2R) highly likely and
Pillar 2 capital guidance (P2G) likely being deemed price sensitive, hence constituting MAR
inside information, hence typically requiring disclosure. The guidelines thereby again highlight
that it is up to the issuing institution to verify also fulfillment of the basic additional
requirements (MAR Art 7(1)(a)) which defines what is considered inside information:
(a) non-public information;
(b) directly relating to the institution that has received it;
(c) of precise nature.


A general observation is therefore that basically only circumstance (1) above concerns the
majority of issuers – noting that the last 2 items basically merely concern financial
institutions.

Relating to the above infringements, the below MAR sanctions summary is limited to administrative sanctions and does not include e.g. illegal insider trading, which carries significantly more severe consequences including criminal prosecution for financial crimes under national law. Such sanctions include: