ARTICLE
25 October 2016

MAR: Market Soundings And Delays To Disclosure Of Inside Information

AO
A&O Shearman

Contributor

A&O Shearman was formed in 2024 via the merger of two historic firms, Allen & Overy and Shearman & Sterling. With nearly 4,000 lawyers globally, we are equally fluent in English law, U.S. law and the laws of the world’s most dynamic markets. This combination creates a new kind of law firm, one built to achieve unparalleled outcomes for our clients on their most complex, multijurisdictional matters – everywhere in the world. A firm that advises at the forefront of the forces changing the current of global business and that is unrivalled in its global strength. Our clients benefit from the collective experience of teams who work with many of the world’s most influential companies and institutions, and have a history of precedent-setting innovations. Together our lawyers advise more than a third of NYSE-listed businesses, a fifth of the NASDAQ and a notable proportion of the London Stock Exchange, the Euronext, Euronext Paris and the Tokyo and Hong Kong Stock Exchanges.
On 13 July 2016, ESMA published final guidelines on persons receiving market soundings and delay of disclosure of inside information.
European Union Corporate/Commercial Law

On 13 July 2016, ESMA published final guidelines on persons receiving market soundings and delay of disclosure of inside information.

The guidelines on market soundings detail internal procedures and staff training of persons receiving a market sounding, written minutes or notes of unrecorded meetings or telephone conversations, assessment of possession of inside information and record keeping requirements.

The guidelines on legitimate interests of issuers to delay disclosure of inside information and on situations in which the delay of disclosure is likely to mislead the public provide a non-exhaustive list of situations where the delay of disclosure is likely to mislead the public and examples of cases where the immediate disclosure of inside information may prejudice the legitimate interests of issuers (e.g. where disclosure might prejudice the outcome of negotiations being conducted by the issuer).

ESMA's final guidelines can be accessed here:

https://www.esma.europa.eu/sites/default/files/library/2016-1130_final_report_on_mar_guidelines.pdf

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.

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