New MAR rules simplify the handling of insider information

Simplified rules for disclosure of insider information

Under the new rules, companies only need to disclose insider information relating to intermediate steps in an ongoing process as soon as possible after the "final circumstance or event" has occurred. This is a significant simplification compared to current requirements, where companies are obliged to disclose or deal with postponing insider information even when it arises during an ongoing process.

However, the rule changes do not affect the assessment of when inside information arises during an ongoing process, nor the obligation to establish a logbook as soon as inside information arises. It should also be noted that the requirement for immediate disclosure remains in cases where confidentiality cannot be ensured in relation to the inside information.

Furthermore, one of the three criteria for postponing the disclosure of inside information is being changed. The previous criterion that the information is unlikely to mislead the public is replaced by a requirement that the information must not contradict the company's most recent published information or other type of communication on the same issue.

ESMA has published a final report with technical advice, which contains proposals for a delegated regulation to be adopted in connection with the entry into force of the Listing Act in these areas. The delegated regulation contains non-exhaustive lists of examples of what constitutes a final circumstance or event in an ongoing process, as well as situations where inside information conflicts with the company's most recent published information or other type of communication (i.e. situations where it is typically not possible to postpone publication).

What counts as a final event or circumstance?

For internal ongoing processes (e.g. new share issues), the final event or circumstance occurs when the company – through its board of directors, CEO or other senior management – has taken the relevant decision.

For processes relating to the conclusion of agreements, the decisive point in time is the signing of the agreement or other equivalent act with binding effect.

For financial reports and forecasts, the approval of the report or forecast is decisive.

For processes involving authorities, different rules apply depending on who is driving the process. If the authority is driving the process, the decisive point in time is when the issuer is informed of the final decision, while for issuer-driven processes, the decisive point in time is when the request is submitted. In application procedures, two sequential processes therefore arise – an internal process that ends when the application is submitted, and a second process led by the authority that ends when the authority makes its decision. In these processes, disclosure must generally take place in two stages: when the application is submitted and when the decision is announced.

However, the technical guidelines note that if the conditions for postponing disclosure are met¹ at the time of the application, the company may choose to postpone disclosure.

One consequence of the change is that companies will need to decide to postpone the disclosure of inside information in significantly fewer cases than today, which in turn will simplify internal processes for handling inside information.

When does inside information contrast with the company's latest public communication?

When assessing whether there is a contrast, the company should, as a starting point, only consider the most recently published communication on the same subject, but in certain limited cases it may be necessary to also consider previous communications in order to obtain a complete picture. Only company communications that are actually public or directed at the general public should be taken into account, but it should be noted that such communications do not only include press releases, but a wide range of company communications, such as statements on social media, newspaper interviews, roadshows, webinars, marketing campaigns and financial reports.

The illustrative list of situations where there is a contrast with previous information (and it is therefore not permissible to delay disclosure) includes profit warnings, i.e. when there is a significant change in previously forecast financial results or business objectives.

Other situations listed in the example list include significant changes in previously communicated agreements, transactions or collaborations, business strategies (e.g. decisions to enter a new geographical market segment) or the issuer's financial position.

However, the assessment must always be made on a case-by-case basis.

What should you do now?

Information policies and, in some cases, insider policies need to be updated before the new rules come into force. Review your procedures for handling insider information and ensure that they are adapted to the new requirements that will come into force on 5 June 2026.

The new rules represent a welcome simplification of the handling of insider information, but at the same time require companies and their advisors to be well prepared. If you have any questions about how the changes will affect your company, please contact us at Lindahl for a review.

¹ (i) it is likely that immediate disclosure would harm the legitimate interests of the issuer, (ii) the inside information that the issuer intends to delay is not in contrast to the latest public announcement or other type of communication from the issuer on the same issue as that to which the inside information relates, and (iii) the issuer can ensure that the information remains confidential.