ESMA finalises delay-in-disclosure guidelines review

• ESMA added five legitimate interests that can justify delayed disclosure.
• The revised guidelines remove delay grounds linked to protracted processes.
• The rules apply from publication on ESMA’s website in the EU’s 24 official languages.

Respondents

The European Securities and Markets Authority updated and streamlined its Market Abuse Regulation guidelines on the delay in the disclosure of inside information.

ESMA finalises delay-in-disclosure guidelines review

Action

ESMA said the review completes the revised regulatory framework. The guidelines give issuers a non-exhaustive list of legitimate interests that may justify a delay.

The authority said it added five additional legitimate interests after a public consultation.

• where the issuer is requested not to disclose information by a public authority
• where the issuer needs to collect additional information to enable a correct assessment of inside information by market participants
• where the issuer may risk the loss of a business opportunity following the disclosure of sensitive commercial information
• where the appointment of a member of the issuer’s governing body or a manager holding a key position could be jeopardised
• where the disclosure of inside information concerning companies within the same group could cause a direct prejudice to the issuer and undermine the effectiveness of the delay applied by other company

ESMA also said issuers are no longer required to immediately disclose inside information related to protracted processes before their completion. It removed the related legitimate interests from the current guidelines.

Effective

The revised guidelines will become applicable from the date of their publication on ESMA’s website in the 24 official languages of the European Union.