The Listing Act Regulation, which amended the Market Abuse Regulation (MAR), entered into force on 4 December 2025. Certain MAR-related changes, however, apply only as of 5 June 2026. In preparation for these changes, the Commission and ESMA were tasked with adopting delegated acts or technical advice to further shape the revised MAR framework.
This update provides a brief overview of the new developments relating to: (i) inside information and disclosure obligations, and (ii) delay of disclosure and its conditions.
Two key MAR changes taking effect on 5 June 2026 are:
-
Preparatory steps no longer need to be disclosed immediately: in a protracted process, disclosure is generally required only at the stage of the relevant “final event”.
-
The test for delaying disclosure has changed: delay is now allowed only where the inside information is not “in contrast” with the issuer’s latest public announcement or other communication on the same matter. Issuers should carefully consider any forward-looking statements.
Immediate disclosure of inside information: exception for preparatory steps
The Listing Act Regulation does not change the general concept of inside information, nor does it alter the principle that issuers must inform the public as soon as possible of inside information that directly concerns them.
It does, however, relax the MAR regime by no longer requiring immediate disclosure of each intermediate step in a protracted process that, by itself, already constitutes inside information. This narrows the scope of the disclosure obligation. As a result, in a protracted process, issuers are generally no longer required to disclose mere intentions, ongoing negotiations or, depending on the circumstances, developments in those negotiations.
Under the new rule, issuers are instead required to disclose the inside information relating to the circumstance or event that the protracted process is intended to bring about or that results from it. The so-called “final event”.
The Listing Act Regulation already contained some guidance on what typically constitutes the final event of a protracted process, but it also required the Commission to adopt a delegated act setting out a non-exhaustive list of protracted processes and, for each of them, the moment when the relevant final event is deemed to occur and when disclosure must be made.
We set out below the key principles of the Commission Delegated Act of 8 April 2026 for certain protracted processes:
|
Protracted Process |
“Final event” |
Moment of disclosure |
|
Agreements |
Signing of the agreement |
As soon as possible after signing. → Watch out for a binding term sheet containing all core elements of the contract. |
|
Mergers |
Approval of draft terms of merger |
As soon as possible after the issuer’s governing body has approved the draft terms of merger. → Keep in mind that, if the draft terms of merger are preceded by a merger or combination agreement, the process should be classified under the "Agreements" category. |
|
Capital increase |
Decision to increase the capital |
As soon as possible after the issuer’s governing body has taken the final decision to increase the capital. → Under Belgian law, this will often refer to the board’s decision in principle to increase the share capital under the authorised capital or to submit a proposed capital increase to the general meeting. |
| Dividends |
Decision to propose a dividend or a change in the dividend policy |
As soon as possible after the issuer’s governing body has decided to submit a dividend distribution or a change in the dividend policy to the shareholders for approval. |
| Financial reports, interim financial reports or forecasts |
Acknowledgement or approval of financial results or forecasts. |
As soon as possible after the issuer’s governing body has acknowledged or approved the financial results or forecasts. |
| Public procurement process |
Award/rejection of contract. |
As soon as possible after receipt of the formal notification of grant/rejection. |
| Judicial proceedings |
Decision by an authority or a court |
As soon as possible after receipt of the notification of the decision. |
For processes not specifically listed in the delegated act, issuers are expected to determine the category to which the process belongs (e.g., an entirely internal process or one involving the issuer and another private party or a public authority) and apply the relevant principles by analogy. Even if a process appears on the list, there is no disclosure obligation unless the relevant information qualifies as inside information.
Delay of disclosure of inside information: revised conditions
Until 5 June 2026, issuers could delay the public disclosure of inside information where three cumulative conditions were met: (i) immediate disclosure was likely to prejudice the issuer’s legitimate interests, (ii) delay of disclosure was not likely to mislead the market, and (iii) the issuer was able to ensure the confidentiality of the information. According to ESMA guidance, delay was, for example, likely to mislead the market where the inside information was “materially different” from the issuer's previous public announcements on the same matter. The Listing Act Regulation leaves the first and third conditions unchanged, but further specifies the second, thereby partly codifying ESMA guidance.
As of 5 June 2026, the requirement that delay must not be likely to mislead the market is replaced by a more specific test: “delay is permitted only where the inside information is not in contrast with the issuer’s latest public announcement or other type of communication on the same matter”.
A new rule naturally gives rise to interpretative questions. The Commission Delegated Act of 8 April 2026 therefore sets out a non-exhaustive list of situations in which inside information is deemed to be “in contrast” with the latest announcement, and further identifies relevant types of other communication. ESMA’s technical advice also provides helpful clarification. Some key takeaways are set out below:
“In contrast” – The wording of the new second condition no longer expressly refers to ESMA’s earlier materiality threshold (cf. “(not) materially different”). That said, we consider that a materiality qualifier remains inherent in the notion of being “in contrast”, which suggests a meaningful difference. This interpretation is also reflected in almost all examples set out in the delegated act. The only apparent exception concerns inside information to the effect that the targets or deadlines of a product or project under development will not be met, where those targets or deadlines were previously publicly announced or communicated. In our view, however, the concept of being “in contrast” should, here too, be understood as requiring a meaningful difference before delay is no longer available.
“Latest announcement/communication” – As a general rule, only the issuer’s latest announcement or communication should be assessed. It is only where no clear conclusion can be drawn from that latest announcement or communication alone that earlier announcements or communications should also be taken into account.
“Public announcement or other type of communication” – The legislator takes a broad view of what may count as a relevant communication. This includes formal announcements, website statements, social media posts, remarks made at public shareholder meeting, public interviews, marketing, advertising by the issuer, and any other communication to the public made by a person formally representing the issuer.
“On the same matter” – Unfortunately, neither the delegated act nor the technical advice currently provides much guidance on when information should be considered to relate to the same matter.
ESMA’s existing guidelines will be updated in light of the new framework; its consultation paper of 19 February 2026 is well worth reviewing in that regard.
New MAR rules and entry into force
The exemption of preparatory steps from the disclosure obligation and the revised conditions for delaying disclosure, both introduced by the Listing Act Regulation, apply as of 5 June 2026. Although the entry into force of the new delegated act has been slightly delayed and the timing remains uncertain, its provisions will already provide useful guidance for interpreting the MAR rules.
