Worldwide: EU Market Abuse Regulation—Implications For Non-EU Issuers With Securities Traded On An EU Market

The EU's revamped market abuse rules—the Market Abuse Regulation ("MAR")—come into direct effect in all EU Member States on July 3, 2016. MAR expands the scope of certain EU rules to EU markets that were previously not subject to the EU market abuse rules, including the exchange-regulated segments of the Irish Stock Exchange and the Luxembourg Stock Exchange. These exchanges have historically been popular with non-EU issuers in the United States, in Latin America and elsewhere for listing their cross border debt offerings. For those issuers, MAR imposes new substantive disclosure and compliance requirements. Issuers will need to consider whether they will need to adopt new, or adapt existing, policies and procedures in order to comply with MAR. This briefing provides some guidance to issuers about these new requirements, the issues they raise and options that may be available to issuers in dealing with them, especially for issuers who are not otherwise tied to European markets as trading and capital-raising venues for their equity.

The Annex to this briefing contains a checklist of key actions that issuers may want to consider taking in preparing for MAR's application to their EU-traded securities.

What is Changing on July 3, 2016 and Why This Will Matter For Some Non-EU Issuers

MAR expands the application of the EU market abuse rules to EU markets that were previously exempt. These are EU multilateral trading facilities (MTFs) (and, from January 2018, "organized trading facilities"). EU MTFs include the Irish Stock Exchange Global Exchange Market (GEM), the Luxembourg Stock Exchange Euro MTF market and the London Stock Exchange's AIM market. Under the existing Market Abuse Directive, the rules only apply to securities traded on EU regulated markets, though a number of significant MTFs—e.g. the Irish GEM, AIM and all German MTFs—either chose to apply some parts of the EU rules to their markets or were required by national law to do so. Many non-EU issuers have historically chosen to list their debt securities on an EU MTF, rather than an EU regulated market, because of the MTF's more limited regulatory and reporting obligations. These markets will now become subject to the EU market abuse rules, as described in detail below.

MAR also extends procedural requirements for securities listed on EU regulated markets. In addition, for issuers with securities listed or traded on EU markets that were already subject to the EU market abuse rules, MAR extends the record keeping requirements and other procedures required to be followed to comply with those rules. It imposes more onerous requirements for issuers and, in the case of directors'/senior officers' dealings in EU-traded securities, for those directors/senior officers.

Issuers affected by the revamped rules will want to take the following actions:

  • Assess impact. Non-EU issuers with securities traded on an EU market will need to assess how onerous adapting to the new requirements will be and what changes will be required to their internal policies and procedures (and the related costs).
  • Consider listing alternatives. Depending on the impact assessment, issuers may consider delisting from their existing EU MTF and possibly seeking a listing or trading on a non-EU market. There are a number of market (including investor requirements) and legal considerations involved in any such assessment that will need to be taken into account.

What are the Key Requirements of MAR?

MAR contains two sets of provisions:

  • restrictions/prohibitions on (a) dealing in EU-traded securities when in possession of inside information (defined under MAR as summarized in the Annex, "Disclosure Requirements—Inside Information" below— essentially this is material non-public price sensitive information), and (b) market manipulation in relation to EU-traded securities, and
  • requirements with regards to: (i) the prompt disclosure of inside information in relation to EU-traded securities, (ii) the maintenance of lists of insiders within issuers (and their advisers) and (iii) reporting of dealings, as well as restrictions on dealings, by directors and certain senior officers.

Rules prohibiting insider dealing/market manipulation

MAR's insider dealing and market manipulation rules also apply to conduct taking place outside of the EU and off the relevant trading venue and regardless of any intention to benefit the insider personally. Market manipulation generally requires false or misleading behavior in some shape or form.

MAR provides certain safe harbors from the relevant prohibitions if detailed disclosure, record keeping and other requirements are followed:

  • share buybacks (safe harbor limited to share buybacks, but good practice would suggest that bond buybacks also follow the share buyback requirements as appropriate) (see the Annex, "Buybacks/Stabilization" below);
  • stabilization—(available for equity and debt) (see the Annex, as above);
  • market soundings (i.e. wall-crossing—pre-transactional discussions with potential investors where inside information is being shared) (see the Annex, "Market Soundings" below); and
  • certain AMPs (accepted market practices).

Disclosure, insider lists and trade reporting

  • Prompt disclosure of inside information. Inside information in relation to the relevant EU-traded securities must be disclosed as soon as possible and in the prescribed way. There are strict conditions under which this disclosure can be delayed—see the Annex, "Disclosure Requirements—Understanding the Circumstances Where Disclosure May Be Delayed" below. Issuers will need to familiarize themselves with the MAR definitions and standards, implement relevant policies and procedures for the prompt disclosure of inside information relating to the EU-traded securities and obtain appropriate advice in cases of any doubt.
  • Maintenance of insider lists. If an issuer is in possession of inside information, it will be required to maintain an insider list which records the names and certain other information of individuals with access to that inside information. The requirement also applies to any person acting on behalf of the issuer, e.g. professional advisors. These insider lists must be maintained and updated in the prescribed form and, where required, made available to the national regulator—see the Annex, "Insider Lists" below.
  • Trade reporting. Trades by the issuer's directors/senior officers in the EU-traded security must be reported by the individual to the national regulator and issuer. The issuer must then notify these to the market. "Transactions" for these purposes are defined very broadly. This is required whether or not the officer concerned has any inside information.

MAR prescribes a 30-day "closed period" before announcements of interim financials or year-end reports by the issuer. During this closed period, neither directors nor senior officers may deal in the EU-traded security. There are only very limited and tightly controlled and prescribed "exceptional circumstances" when an issuer may allow such dealings.

These rules only apply to EU-traded securities. Information that is price-sensitive for non-EU traded equity but not for EU-traded debt does not have to be disclosed. Dealings in non-EU traded equity will not need to be disclosed under MAR simply because the issuer has debt traded on an EU MTF.

Are the Issues the Same For All Non-EU Issuers? No.

Issuers that have only debt traded on an EU MTF. These issuers will have fewer issues to consider. Director/senior officer dealings in equity not traded in Europe will not require disclosure under MAR.

Issuers already traded on an EU-regulated market. These issuers are already subject to the existing rules and so are likely to have policies and procedures in place to deal with a large part of what MAR will require.

Issuers with securities admitted to trading on an EU MTF without their consent. Issuers who have their securities admitted to trading on an MTF (and no other EU market) without their consent will not be subject to the disclosure, insider lists and directors'/senior officers' transactions rules under MAR. They will, however, be subject to the prohibitions on insider dealing and the market manipulation rules under MAR as will any other person dealing in the securities. Most of the record keeping and notification requirements under MAR concern the disclosure and related rules, rather than the insider dealing and other prohibitions and so MAR should be less of a concern for those issuers. These issuers may, however, need to satisfy themselves that any "own dealings" in those EU-traded securities (e.g. buybacks) will not be caught by the insider dealing prohibitions (e.g. by ensuring they are not conducted when in possession of any inside information).

Sovereign issuers. Certain public bodies and central banks of third (non-EU) countries (as well as certain EU- bodies) have been exempted from MAR in relation to transactions, orders or behavior in pursuit of monetary, exchange rate or public debt management policies. These are designated bodies in the United States, Australia, Brazil, Canada, China, HK SAR, India, Japan, Mexico, Singapore, South Korea, Switzerland and Turkey.

"Private company" issuers. Issuers with no other public trading of securities other than their EU MTF traded debt may not have had to implement the internal policies to support compliance with existing EU rules and regulations, but will now be required to do this under MAR if their debt remains traded on the EU MTF. These companies may face the biggest challenge in preparing their internal systems to adapt to MAR.

To read the full article please click here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.