MAR and the disclosure of inside information
The Market Abuse Regulation (MAR) establishes a harmonised framework to prevent market abuse and ensure market integrity across the European Union (the EU). It applies to financial instruments which are admitted to trading on a regulated market or traded on a multilateral trading facility (MTF) or organised trading facility (OTF), including instruments whose price or value depends on, or affects the price or value of, such traded instruments, such as credit default swaps and contracts for difference,-a broader scope than Directive 2004/109/EC, as amended (the Transparency Directive), which applies only to issuers whose securities are admitted to trading on regulated markets situated or operating within a Member State. Under Article 17 MAR, issuers must disclose inside information to the public as soon as possible, unless conditions for delay are met: the disclosure would prejudice legitimate interests of the issuer, delay is not likely to mislead the public, and confidentiality of that information can be ensured.
The Listing Act reforms
The Listing Act, which entered into force on 4 December 2024, introduces significant amendments to MAR's disclosure regime, with the key changes to Article 17 MAR applying from 5 June 2026. Most notably, inside information relating to intermediate steps in protracted processes (such as ongoing negotiations or phased transactions) will no longer require disclosure, as only the final event must be disclosed as soon as possible after it occurs. Issuers must still disclose intermediate-step information if confidentiality is lost. Additionally, the condition that delayed disclosure must not be "likely to mislead the public" has been replaced: the delayed information must simply not contradict the issuer's latest public announcement or other type of communication on the same matter. The European Commission is empowered to adopt a delegated act listing examples of final events in protracted processes and situations where delayed information would contradict prior communications.
ESMA's Consultation on amended Guidelines
On 19 February 2026, the European Securities and Markets Authority (ESMA) has published a consultation paper proposing amendments to its MAR guidelines on delaying disclosure. To reflect the Listing Act reforms, ESMA proposes to: (i) remove legitimate interests that overlap with the protracted processes now excluded from mandatory disclosure; (ii) delete Guideline 2 (situations likely to mislead the public), which is no longer relevant; and (iii) add new legitimate interests, including orders by public authorities to maintain confidentiality, situations where complete information is not immediately available (e.g., cyberattacks), and participation in subsequent public tenders where disclosure could prejudice competitive positioning. Importantly, the removal of the notification obligation for protracted processes represents a material simplification for issuers.
What’s next?
The Listing Act reforms mark a notable evolution in the EU's market abuse framework, balancing investor protection with a more proportionate approach to disclosure obligations for issuers. The simplified treatment of protracted processes and the revised delay conditions should reduce compliance burdens whilst maintaining market integrity. As the changes to the MAR disclosure regime will take effect on 5 June 2026, issuers should review their disclosure policies and internal procedures to ensure alignment with the amended requirements.
ESMA invites feedback on the proposed deletions and additions to Guideline 1, including whether other cases of sensitive commercial information warrant protection as legitimate interests and whether additional legitimate interests should be included. The consultation is open until 29 April 2026, with a view to finalising guidelines close to the 5 June 2026 application date of the new MAR disclosure regime.
If you have any questions related to this topic, feel free to reach out to our Capital Markets experts Stamatina Stylianopoulou, Michel Btechs, José Ocaña or Aurélien Hollard.
