Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

EU MAR and UK MAR: Where Are We Now?

Skadden Publication / Capital Markets Alert

Danny Tricot Stephan Hutter Caspar Schmelzer Justin Lau Eva Labbé Hanna Wacker

Executive Summary

  • What’s new: Further changes to the EU Market Abuse Regulation took effect on 5 June 2026, including in relation to the disclosure of inside information in protracted processes such as mergers.
  • Why it matters: While the changes aim to reduce the onerous compliance requirements imposed on EU issuers, they also demonstrate divergence between the UK and EU regimes.
  • What to do next: Dual-listed issuers and groups comprising issuers with securities listed or admitted to trading in both the UK and the EU will need to be aware of both regimes and the different approaches to the disclosure of inside information.

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What Is Happening?

The EU Listing Act (Regulation (EU) 2024/2809), which was published in November 2024 and forms part of the EU’s wider Capital Markets Union project, is a package of reforms designed to make the EU public capital markets more attractive for companies of all sizes. It amends various EU regulations, in particular the EU Prospectus Regulation and the EU Market Abuse Regulation (EU MAR) — the focus of this alert — and impacts both equity and debt issuers.

When?

The changes are being implemented on a staggered basis, with some changes (including certain changes to EU MAR) having applied when the EU Listing Act came into force on 4 December 2024, and others taking effect up to 18 months later. Further changes to EU MAR took effect on 5 June 2026.

Why?

The key aim of the changes to EU MAR is to alleviate the regulatory burden for issuers by seeking to reduce their onerous compliance obligations. The new regime does not substantively affect any of the core concepts, offences or definitions contained in EU MAR.

What Does This Mean?

For EU issuers: The actual reduction in compliance that these changes bring to issuers is expected to be limited, but the changes require issuers to review and update their relevant internal policies, governance frameworks and training programmes, and to monitor changes in guidance published by their national competent authority.

For UK issuers: Following EU MAR taking effect in the UK in 2016 and being onshored into UK law post-Brexit from the end of 2020 as the UK Market Abuse Regulation (UK MAR), the changes resulting from the EU Listing Act represent the first significant divergence of the two regimes. Although the changes to EU MAR are not directly applicable in the UK, the new rules and guidelines in the EU may be influential in shaping future reform and interpretation of UK MAR. UK MAR is due for review as part of a broader review of the laws initiated under the package of financial regulatory changes (known as the Edinburgh Reforms) announced by the UK government in December 2022 to drive growth, boost competitiveness and replace inherited EU laws. However, the timing and extent of any reform of UK MAR remain unclear. In the absence of any similar changes to UK MAR, issuers with securities listed or admitted to trading in both London and a European jurisdiction will now have to navigate two separate regimes.

Key Changes to EU MAR

Upcoming Changes

The most significant changes are in relation to the disclosure of inside information — these took effect on 5 June 2026.

Inside Information – Only Final Steps in Protracted Processes to Be Disclosed

  • Issuers no longer have to announce inside information relating to intermediate steps in a “protracted process”.1 Instead, issuers are only required to make an announcement once the final circumstance or event of the protracted process has occurred. Consequently, issuers are relieved of the obligation to delay disclosure for such inside information and the associated assessment of whether such a delay would be permitted under EU MAR. The EU Commission Delegated Regulation, which entered into force on 5 June 2026 (the Regulation), supplements EU MAR and contains a non-exhaustive list of 35 protracted processes across seven different categories.2 Each protracted process is mapped to a “final event” or “final circumstances” that will typically crystallise the disclosure obligation. For example, in the protracted process of an agreement such as an acquisition or disposal of subsidiaries or assets, the “final event” where disclosure is required is typically the signing of the binding agreement. For agreements that require shareholder approval prior to signing, the disclosure obligation will be triggered after the issuer’s governing body has decided to submit the agreement to shareholders for approval.
  • Notwithstanding these changes, issuers need to continue to carefully assess whether inside information exists and whether any intermediate step of a protracted process constitutes inside information. Issuers are advised to document such assessments. Any intermediate step that constitutes inside information is still subject to EU MAR’s other rules on inside information, meaning that the prohibitions on insider trading and unlawful disclosure continue to apply. Issuers remain obliged to safeguard the confidentiality of the information, including by maintaining insider lists. An announcement must be made as soon as possible in the event of a leak. Issuers therefore continue to require robust systems and controls to manage their inside information, irrespective of whether it arises from an intermediate step.

Inside Information – Modified Conditions for Delayed Disclosure

  • The EU Listing Act has also changed one of the three conditions to lawfully delay the disclosure of inside information in EU MAR: It has replaced the requirement that a delay in disclosure should not mislead the public with the requirement that the information should not differ from the issuer’s most recent public announcement or other communication on the matter to which the inside information relates. The other two conditions (namely that immediate disclosure is likely to prejudice the legitimate interests of the issuer and that confidentiality can be ensured) remain unchanged. This change is intended to be clarificatory, rather than introducing a new approach, and aims to reduce the burden on issuers by narrowing the assessment that issuers need to conduct.
  • In the event of a market rumour such as a leak, the related inside information must be disclosed to the public as soon as possible even if it forms part of a protracted process.
  • The Regulation provides a non-exhaustive list of situations where the inside information may be in contrast to the latest public announcement, including material changes to items such as forecasts, financial results or business objectives; environmental targets; financial viability; project deadlines; capital structure; business strategy; core contract terms; or corporate governance, including management structure and codes of conduct.3
  • The Regulation also defines the “other types of communication” issuers must consider when assessing such potential contrast which go beyond formal announcements.4
  • These changes aim to support issuers in establishing more consistent processes for internal decision-making and to maintain stronger compliance records when timing decisions are scrutinised — particularly as a broader communication footprint increases the risk that inconsistencies will narrow the ability to delay disclosure.
  • The European Securities and Markets Authority (ESMA) has consulted on consequential changes to its MAR guidelines on the delay in the disclosure of inside information to reflect these underlying changes. The consultation closed at the end of April 2026. ESMA expects to publish a final report containing a summary of the response to the consultation and a final version of the guidelines in Q4 2026.
  • Although the practical significance of delayed disclosure will diminish as the disclosure obligation is now triggered only at a later point in protracted processes, there will still be circumstances in which issuers need to rely on delayed disclosure — for example, if it is unclear whether inside information represents an intermediate step in a protracted process.

Certain Changes Which Took Effect From December 2024

PDMRs

  • Transaction reporting threshold: The threshold for disclosure by persons discharging managerial responsibility (PDMRs) and persons closely associated with them was raised from €5,000 to €20,000 per year, a significant increase, again aimed at reducing the regulatory burden on issuers. National regulators are permitted to raise the threshold further to €50,000 (so far only Denmark, Germany, France and Italy have done so) or decrease it to €10,000 (so far only Malta has done so). In the UK, this remains at €5,000 although market practice has been to disclose all dealings, regardless of the threshold.
  • Ability to deal in closed periods: The scope of the exception in Article 19(12a) of EU MAR to the general prohibition on PDMRs trading during a closed period has been widened. The list of exceptional circumstances where a PDMR can deal during a closed period has been expanded, in particular to include situations where the dealing does not involve any active investment decision by the PDMR or results exclusively from external factors or actions of third parties and including transactions related to employee share or saving schemes or transactions where the beneficial interest in the relevant security does not change.

Market Soundings

  • The changes have clarified that the market soundings regime is a safe harbour, not a mandatory regime. This clarification is intended to provide greater flexibility for issuers not to follow every element of the regime, particularly when this clashes with practices in other jurisdictions (e.g., where there is wall crossing in multiple jurisdictions).
  • The definition of market sounding has been broadened to include communications of inside information to potential investors independent of the announcement of a specific transaction. Issuers may therefore benefit from the safe harbour even when inside information is disclosed outside the context of a specific transaction.

Buy-Back Programmes

  • The changes allow issuers to disclose only aggregated information about trades conducted as part of a buy-back programme, rather than having to report each individual transaction (although all transactions still need to be reported to the relevant competent authority).
  • The changes require issuers to report information on buy-back programme transactions only to the competent authority of the most relevant market in terms of liquidity for its shares, rather than to the competent authority of each trading venue on which the shares are traded.
  • Again, both these changes are aimed at simplifying and reducing the compliance burden on issuers.

Issuers will continue to need to carefully assess whether inside information exists and how such information must be handled, particularly where they are subject to both UK MAR and EU MAR, which have now diverged. To ensure ongoing compliance with EU MAR, issuers should consider familiarising themselves with the new rules as soon as possible and adapting their internal processes and procedures where necessary.

Senior knowledge strategy lawyer Beliz McKenzie contributed to this client alert.

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1 A “protracted process” is defined as “a series of actions, steps, or decisions spread in time which need to be performed, at least in part by the issuer, in order to achieve an intended objective or result”.

2 This is contained in Annex 1 to the Regulation. The seven categories are: business strategy (including agreements, mergers, corporate reorganisations); capital structure, dividends and interest payments; financial information; corporate governance; interventions by public authorities; credit institutions, insurance and reinsurance undertakings; and legal proceedings, sanctions and delisting.

3 See Annex II to the Regulation.

4 This definition is in Annex III to the Regulation and includes: communications or press releases, including via social media and websites; public interviews; publicly accessible pre-close calls, roadshows and other events, including webinars and podcasts; advertising and marketing campaigns; publicly accessible regulatory filings; shareholder meeting communications; and any other public communication by representatives of the issuer as a catch-all provision. The identity of these representatives is not yet specified, but ESMA has clarified in the legislative process that they include at least the CEO, CFO and CCO, the board of directors and other persons who are entitled to represent the issuer, as well as key persons at the issuer.

This memorandum is provided by Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.

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