The Listing Act (Regulation (EU) 2024/2809) was designed to improve access to public capital markets for EU companies, especially small and medium-sized enterprises, by reducing administrative burdens associated with listing whilst safeguarding market integrity. Following ESMA's technical advice submitted to the Commission on 7 May 2025, the European Commission has now published two draft delegated regulations and ESMA has issued updated Q&A guidance, providing concrete implementation measures across several key areas of the Market Abuse Regulation ("MAR"). The amendments to MAR introduced by the Listing Act, including those to Article 17 (disclosure of inside information), Article 19 (managers' transactions), and the new Article 25a (order data exchange mechanism), will apply from 5 June 2026.
Three key regulatory developments
On 15 December 2025, the Commission published a draft Commission Delegated Regulation supplementing Regulation (EU) No 596/2014 (the Market Abuse Regulation or 'MAR') as regards disclosure of inside information in protracted processes and delay of disclosure ("First Draft Regulation").
On 17 December 2025, the Commission published a second draft Commission Delegated Regulation amending Commission Delegated Regulation (EU) 2016/522 as regards the list of designated trading venues that have a significant cross-border dimension in the supervision of market abuse and the indicators of market manipulation ("Second Draft Regulation").
Also, on 1 August 2025, ESMA published Q&A 2624 on the scope of the exception in Article 19(12a) of MAR to PDMRs' general prohibition to trade during the closed period.
Protracted processes: identifying the "final event or final circumstances"
The non-exhaustive list of final events or final circumstances in protracted processes should facilitate the identification of the moment when disclosure of inside information is required pursuant to Article 17(1) of MAR. A 'protracted process' is defined as a series of actions, steps, or decisions spread in time which need to be performed, at least in part by the issuer, in order to achieve an intended objective or result. This list is laid down in Annex I of the First Draft Regulation and contains 35 protracted processes across seven categories.
For many issuers, the challenge is not recognising that a process can generate inside information, but deciding which step triggers disclosure. Annex I responds by mapping common protracted processes to a "final event or final circumstances" that will typically crystallise the disclosure obligation. The list is non-exhaustive, and issuers remain responsible for case-by-case assessment for processes not listed. Importantly, the list applies without prejudice to the assessment of whether, in a specific case, a protracted process gives rise to inside information. If the information relating to a final event or final circumstances does not qualify as inside information pursuant to Article 7 of MAR, no disclosure obligation arises under Article 17(1). In other words, the list serves as a timing tool to identify when disclosure should occur, but does not alter the fundamental requirement that the information must first satisfy the definition of inside information under Article 7 of MAR.
The seven categories covered in Annex I are: (a) Business strategy (including agreements, mergers, corporate reorganisations); (b) Capital structure, dividends and interest payments; (c) Financial information; (d) Corporate governance; (e) Interventions by public authorities; (f) Credit institutions, insurance, and reinsurance undertakings; and (g) Legal proceedings, sanctions, and delisting.
Key examples include:
- Transactions / agreements: disclosure typically linked to signing (or, if shareholder approval is required before signing, when the governing body decides to submit the matter for shareholder approval).
- Capital measures / distributions: disclosure linked to the governing body’s final decision on respective matter (e.g., capital increase, buyback, dividend proposal).
- Public authority processes: for applications (e.g., for a licence, authorisation, or recognition of IP rights), disclosure is linked to submission of the application; for decisions by authorities (e.g., grant, refusal, or withdrawal of a licence or authorisation), disclosure is linked to receipt of the formal notification from the competent authority, even where the issuer and the authority previously exchanged preliminary information or draft decisions that may themselves constitute inside information.
- Legal proceedings / sanctions / delisting-type events: disclosure linked to being formally informed of a final decision or notified of a court/authority decision (even if appealable).
- Financial reports: disclosure when the governing body acknowledges or approves financial results or forecasts.
The list accommodates different corporate governance structures across Member States. In two-tier board structures, the supervisory board fulfils the role of the issuer's governing body, with the internal decision-making process providing for the supervisory board decision to be taken as soon as possible after the management board decision. Where powers have been delegated to a committee or executive director (including a CEO), that committee or person fulfils the role of the governing body. Where national company law requires shareholder approval for a decision listed as a 'final event', the governing body's decision to submit the proposal to shareholders constitutes the relevant moment of disclosure.
Delay of disclosure: 'contrast' with market messaging becomes more concrete
Under Article 17(4) of MAR, issuers may delay disclosure of inside information where three cumulative conditions are met:
- immediate disclosure would prejudice legitimate interests;
- the inside information is not in contrast with the latest public announcement or other type of communication on the same matter; and
- confidentiality can be ensured.
The Listing Act amended condition (b) to provide greater legal certainty, replacing the previous requirement that delay not 'mislead the public' with a more objective test focused on whether the undisclosed information contrasts with prior communications.
Annex II to the First Draft Regulation provides a non-exhaustive list of situations where such contrast may exist, including material changes to forecasts, financial results, business objectives, environmental/social targets, financial viability, project deadlines, capital structure, business strategy, or core contract terms.
Annex III to the First Draft Regulation specifies the types of communications issuers must consider when assessing potential contrast. These go well beyond formal announcements and include: (a) communications via websites and social media; (b) public interviews; (c) publicly accessible pre-close calls, roadshows, webinars and podcasts; (d) advertising and marketing campaigns; (e) regulatory filings; (f) shareholder meeting communications; and (g) any other public communication by issuer representatives.
Whilst the lists in Annexes II and III to the First Draft Regulation are non-exhaustive and do not constitute a safe harbour, they are designed to support more consistent internal decision-making and a stronger compliance record when timing decisions are scrutinised – particularly as a broader communication footprint increases the risk that inconsistencies will narrow the ability to delay disclosure.
Issuers should document likely "final event or final circumstances' triggers in internal procedures, treat all outward-facing communications (including investor relations and marketing) as part of the MAR risk perimeter when assessing delay availability, and strengthen delay files by recording the rationale for identifying the final event or circumstances and the relevant moment of disclosure, while explicitly addressing why information is not "in contrast" with prior communications. Issuers should be prepared to substantiate these reasons to the competent authority upon request.
ESMA Q&A 2624: PDMR dealing during closed periods (Article 19 MAR)
Article 19 of MAR, as amended and integrated by the Listing Act, governs managers' transactions. Under the general rule, persons discharging managerial responsibilities ("PDMRs") are prohibited from conducting transactions during closed periods - typically the 30 days before the announcement of an interim financial report or a year-end report.
However, Article 19(12a) of MAR provides an exception to PDMRs' general prohibition to trade during the closed period. Recital (76) of Regulation (EU) 2024/2809 amending MAR provides examples of transactions and activities that might be covered by the exemption for PDMRs to trade during the closed period under Article 19(12a) of MAR, referring to transactions and activities that might result from "duly authorised corporate actions not implying advantageous treatment for the PDMR".
This raised the question: shall a PDMR be allowed to adhere to a takeover bid, a share capital increase, a subscription of shares arising from stock splits, a merger, a rights issue or a spin-off during a closed period pursuant to Article 19(12a) of MAR?
ESMA has now clarified that considering that a takeover bid, as well as the other mentioned transactions, should in principle grant PDMRs an equivalent treatment to that of any other shareholder, a PDMR should be allowed to adhere to these transactions during a closed period provided that the corporate action has been authorised or approved by the issuer's governing body or the competent authority. ESMA emphasised two important caveats: a case-by-case assessment remains necessary to verify that the relevant conditions are met, and the prohibition of insider dealing remains applicable during closed periods.
Other MAR updates: trading venues and market manipulation indicators
With the Second Draft Delegated Regulation, the Commission seeks to address enhanced supervision of cross-border market abuse and updating market manipulation indicators to reflect modern trading practices.
Order data exchange mechanism
The Listing Act strengthened the capacity of competent authorities to detect and enforce cases of cross-border market abuse by creating a mechanism to permit the ongoing and timely exchange of order data originating from trading venues that have a significant cross-border dimension. Trading venues are designated based on two cumulative criteria: (i) overall trading volumes of not less than EUR 100 billion per year in any of the last four years; and (ii) a ratio of at least 50% for trading volumes in financial instruments whose most liquid market is in a different Member State. By 5 June 2026, competent authorities supervising designated trading venues must set up this mechanism for shares, with extension to bonds and futures planned for 5 June 2028, subject to a positive recommendation by ESMA.
Four trading venues have been designated: AQUIS EXCHANGE EUROPE (AQEU), TP ICAP (EUROPE) SA (TPIC), CBOE EUROPE B.V. (CCXE), and TURQUOISE GLOBAL HOLDINGS EUROPE BV (TQEX).
Market manipulation indicators
The Second Draft Regulation also updates market manipulation indicators in Annex II to Delegated Regulation (EU) 2016/522 to account for algorithmic trading and technical developments. Key updates include: (i) flexible time frames for assessing manipulation beyond daily trading sessions, which is particularly relevant for less liquid instruments and algorithmic trading; (ii) recognition that manipulation may involve significant changes in volume, not only price; (iii) consideration of persons who may not hold significant positions but have significant interest or exposure to price changes through margin calls or debt covenants; and (iv) clarification of practices such as 'layering and spoofing'.
Timeline for the Draft Regulations and next steps
Both draft Regulations will enter into force on the twentieth day following their publication in the Official Journal of the European Union. The First Draft Regulation will apply from 5 June 2026, aligning with the date by which the order data exchange mechanism for shares under the Second Draft Regulation must be operational. Commission adoption of both regulations is anticipated in Q1 2026.
Issuers should begin reviewing their internal disclosure procedures and communication policies in advance of the 5 June 2026 application date to ensure alignment with the new framework.
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