On 3 July 2016, the Market Abuse Regulation ("MAR") took effect and became directly applicable for all Member States. At the same time, Member States (other than the UK and Denmark who chose not to opt into that directive) were required to have implemented the Criminal Sanctions for the Market Abuse Directive.

MAR replaces and extends the application of the EU's previous Market Abuse Directive in a number of significant ways, while retaining certain core underlying concepts and rules – such as the concept of "inside information" that must generally be disclosed to the market as soon as possible, limited circumstances in which this disclosure may be delayed, the requirement to maintain and update "insider lists," reporting of transactions by "persons discharging managerial responsibilities" ("PDMRs") and prohibitions on insider dealing and manipulation of the market.

Key areas in which MAR extends the previous EU market abuse regime include:

  • applying to securities traded on multilateral trading facilities (and, from January 2018, organised trading facilities) as well as regulated markets;
  • applying to market participants in emissions trading allowances (although these provisions will not take effect until January 2018);
  • imposing "closed periods" during which PDMRs may not deal in securities; and
  • laying down much more detailed and prescriptive mechanisms and procedures that must be followed to comply with MAR (e.g. in relation to conducting market soundings) or to fall within certain safe harbours (such as those established for share buy backs and stabilisation transactions).

MAR was finalised and officially published in 2014 and various ancillary implementing or delegated measures have also been issued or are being issued under MAR.

For our previous coverage of MAR in the Governance and Securities Law Focus newsletters, please see: http://www.shearman.com/~/media/Files/NewsInsights/Publications/2015/01/Governance--Securities-Law-Focus-Europe-Edition-CM-012815.pdf

 

To view a copy of our MAR briefing, please see:

http://www.shearman.com/~/media/Files/NewsInsights/Publications/2016/06/EU-Market-Abuse-Regulation-Implications-for-Non-EU-Issuers-with-Securities-Traded-on-an-EU-Market-CM-06232016.pdf

To view the regulation itself, please see:

http://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32014R0596&from=EN

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.