As part of the reforms introduced by the EU Listing Act (“Listing Act”), important amendments have been made to article 17 of the Market Abuse Regulation (“MAR”), specifically in relation to (a) the disclosure of inside information during “protracted processes”, and (b) the delay of disclosure of inside information. These changes will begin to apply from 5 June 2026.
A. Disclosure of inside information during protracted processes
Under the amended article 17, issuers will no longer be required to disclose inside information related to intermediate steps in a protracted process. Instead, only the final event or circumstance — and only once it has occurred — must be made public. These intermediate steps are also excluded from the scope of the delayed disclosure regime.
To provide further clarity, the European Securities and Markets Authority (“ESMA”) has, on the request of the European Commission, published a final report setting out technical advice under MAR and MiFID II setting out, amongst other things, a draft delegated act (“Delegated Act”) which includes a non-exhaustive list of final events or final circumstances in protracted processes and, for each event or circumstance, the moment when it is deemed to have occurred and must be disclosed according to article 17(1) of MAR.
B. Delay of disclosure of inside information
While the regime for public disclosure of intermediate steps in protracted processes has been amended in the sense that disclosure should take place only upon completion of those processes, the Listing Act has maintained the mechanism for delaying the disclosure of inside information, with some amendments to the relevant conditions. Namely, the provision under article 17(4)(b) of MAR whereby “delay of disclosure is not likely to mislead the public” has been replaced by the following: “the inside information that the issuer […] intends to delay is not in contrast with the latest public announcement or other type of communication by the issuer […] on the same matter to which the inside information refers”. The other conditions under article 17(4)(a) and 17(4)(c) of MAR remain unchanged.
To ensure legal certainty for issuers and a consistent interpretation of the conditions for delaying the disclosure of inside information, the Delegated Act also includes a non-exhaustive list of situations where it is deemed that there is a contrast between the inside information that the issuer intends to delay and the latest public announcement or other types of communication by the issuer on the same matter to which the inside information refers.
Next steps: The European Commission is to adopt the Delegated Act by July 2026.