EU Listing Act | Key Changes to the Market Abuse Regulation

juni 23, 2025

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Corporate, M&A en capital markets

Auteur(s)

Tom Swinnen

Julie Braeckman

Sisey Zhang

I. Introduction: EU Listing Act Package

On 8 October 2024, the Council of the European Union adopted the Listing Act, a legislative initiative designed to enhance the attractiveness and accessibility of EU public capital markets, particularly for small and medium-sized enterprises (“SMEs”), with the overarching objective of making these markets more attractive to both issuers and investors. The Listing Act includes amendments to the Prospectus Regulation, the Market Abuse Regulation (“MAR”), MiFID II and MiFIR, and introduces a new directive on multiple-vote share structures.

The package comprises one Regulation and two Directives:

Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises (“Regulation (EU) 2024/2809”);
Directive (EU) 2024/2811 of the European Parliament and of the Council of 23 October 2024 amending Directive 2014/65/EU to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises and repealing Directive 2001/34/EC (“Directive (EU) 2024/2811”); and
Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility (“Directive (EU) 2024/2810”).

This article focuses on some of the key changes to MAR, in particular regarding disclosure and reporting of share buy-back programmes, public disclosure of inside information and transactions regarding persons discharging managerial responsibilities.

While most amendments to MAR entered into force on 4 December 2024, the provisions concerning inside information in protracted processes and delayed disclosure shall only apply as from 5 June 2026. By that date, Member States must also have implemented the necessary measures to comply with the new sanctions regime.

II. Key amendments to the Market Abuse Regulation

A. Disclosure and reporting of share buy-back programmes

Under Article 5(3) of MAR, as amended by the EU Listing Act, issuers intending to benefit from the ‘safe harbour’ exemption for share buy-back programmes are now only required to report transactions regarding such programmes to the competent authority of the trading venue that is deemed most relevant in terms of liquidity (instead of to all competent authorities of the trading venues on which the shares have been admitted or are traded). That competent authority shall, upon request, forward the information to the competent authorities of other trading venues where the issuer’s shares are admitted to trading.

The reported transactions must subsequently be made public only in an aggregated format, indicating the aggregated volume as well as the weighted average price per day and per trading venue.

B. Public disclosure of inside information

1. Disclosure of inside information in protracted processes

a. No disclosure of intermediate steps

In principle, inside information as defined in MAR must be disclosed to the public as soon as possible. However, in case of a protracted process, publicly disclosing information that is of a preliminary nature at a very early stage might mislead investors, rather than contribute to efficient price formation and address information asymmetry. The disclosure requirement should therefore “not cover announcements of mere intentions, ongoing negotiations or, depending on the circumstances, the progress of negotiations, such as a meeting between company representatives”¹.

The new rule introduced in Article 17 of MAR establishes this exception to the disclosure obligation. Under this rule, intermediate steps in a protracted process that may qualify as inside information are exempt from disclosure (except when the confidentiality of the information can no longer be ensured). Only inside information relating to the final circumstances or final event must be publicly disclosed, as soon as possible after the final event or circumstances have occurred.

[1] Recital 67 of Regulation (EU) 2024/2809.

b. “Final” circumstances or events

The Listing Act provides for the European Commission to adopt a delegated act that includes a non-exhaustive list of ‘final circumstances’ or ‘final events’ in protracted processes. In its final report, published on 7 May 2025, the European Securities and Markets Authority (“ESMA”) has provided technical advice to the European Commission. The report includes a non-exhaustive list of protracted processes and final circumstances or events, along with the moment of disclosure of the inside information.

Excerpts of the non-exhaustive list are included in the table below. The full non-exhaustive list included in the report of ESMA can be consulted here.

Protracted process	Final circumstances or events	Moment of disclosure
*Business strategy*
Agreements	Signing of the agreement	As soon as possible after the signing of the agreement or any other equivalent act with binding effects. In case of agreements to be previously approved by the shareholders before the signing, as soon as possible after the parties’ governing bodies have taken the decision to propose the agreement to their respective shareholders, after the core conditions have been agreed upon.
Mergers	Approval of draft terms of the merger	As soon as possible after the governing bodies of the merging companies have approved the draft terms of merger.
Acquisition or disposal of relevant assets (including subsidiaries)	Signing of the asset purchase agreement	As soon as possible after the signing of the agreement or any other equivalent act with binding effects.
*Capital structure, dividends and interest payments*
Capital increase (issuance of additional shares)	Decision to issue new capital instruments	As soon as possible after the issuer’s governing body has taken the decision to issue new capital instruments and on the relevant core conditions.
*Provision of financial information*
Financial reports or interim financial reports	Acknowledgement or approval of financial results	As soon as possible after the financial results have been acknowledged or approved by the issuer’s governing body.
*Corporate governance*
Significant amendments to articles of incorporation or by-laws	Decision to make significant amendments to the issuer’s articles of incorporation or by-laws	As soon as possible after the issuer’s governing body has taken the decision to propose the amendments to the articles of incorporation or by-laws to the shareholders.
*Interventions by public authorities*
Application for a licence to commercialise a product	Application for authorisation to commercialise a product	As soon as possible after the issuer submitted the application to the public authority.
*Credit institutions*
Reduction of own funds	Formal decision of the Prudential Competent Authority to reduce own funds	As soon as possible after the credit institution is notified that the reduction of funds has been authorised by the Prudential Competent Authority, even where the issuer and the Prudential Competent Authority previously exchanged preliminary information or draft decisions that may on its own amount to inside information.
*Legal proceedings and sanctions*
Judicial proceedings	Decision by authority or court	As soon as possible after the issuer received the notification of the decision (even if the decision it is subject to appeal).

Source: Final Report on the Technical advice concerning MAR and MiFID II SME GE (ESMA).

It should be noted that a delay in disclosure of inside information remains, however, applicable to the final event or circumstance when the relevant conditions set out in Article 17(4) of MAR are met.

2. Delay of disclosure of inside information

Under the present MAR, issuers may delay the public disclosure of inside information if certain cumulative conditions, set out in Article 17(4) of MAR, are met. These include situations where (a) immediate disclosure is likely to prejudice the legitimate interests of the issuer (or emission allowance market participant), (b) delay of disclosure is not likely to mislead the public, and (c) the issuer (or emission allowance market participant) is able to ensure the confidentiality of that information.

While the conditions relating to the legitimate interests and confidentiality remain unchanged, the Listing Act introduces significant changes to the provision under Article 17(4)(b). The second condition now reads as follows: “the inside information that the issuer or emission allowance market participant intends to delay is not in contrast with the latest public announcement or other type of communication by the issuer or emission allowance market participant on the same matter to which the inside information refers”.

Here as well, the Listing Act provides for the European Commission to adopt a delegated act, in this case including a non-exhaustive list of situations in which the inside information is in contrast with the latest public announcement or other type of communication. In its abovementioned final report, ESMA has included a non-exhaustive list of examples where it is deemed that there is a contrast between the inside information intended to be delayed and the latest public announcement or other types of communication.

Examples

Inside information regarding a material change to:

forecasted financial results or business objectives previously announced (e.g. profit warnings or earnings surprises);
change to the environmental or social impact of a project or product previously publicly announced (e.g. environmental targets which are likely not to be met);
a capital structure operation previously publicly announced (e.g. significant modification in the issuance of financial instruments);
in a business strategy previously publicly announced (e.g. decision to enter a new geographical market segment);
fundamental elements of a contract or deal previously publicly announced (e.g. termination of a commercial partnership or different target company of an acquisition); and
in the previously publicly announced issuer’s governance, including management structure and codes of conduct (e.g. decision to cancel a planned increase in the number of independent Board members).

Inside information regarding the financial viability of an issuer where materially different information regarding its financial strength was publicly announced (e.g. need for capital increase or extraordinary bonds issuance).

Inside information that the results or the deadlines of a product or a project in development will not be met where those results or the deadlines were publicly announced.

With regard to the relevant “other types of communication”, the final report of ESMA proposes the following:

Other types of communication

any communication or press release published by the issuer, including via media, social media and on the issuer’s website;
public interviews delivered by any person representing the issuer;
publicly accessible pre-close calls, roadshows and other public events, including webinars and podcasts, organized or authorized by the issuer, or to which any person representing the issuer takes part;
advertising and marketing campaigns made public by the issuer;
publicly accessible regulatory filings by the issuer;
publicly accessible communications delivered in the context of the issuer’s shareholders meetings;
any other communication to the public delivered by any person representing the issuer.

C. Transactions by PDMRs and PCAs

Further, the Listing Act has amended rules for transactions by persons discharging managerial responsibilities (“PDMRs”) and persons closely associated with them (“PCAs”).

1. Changes to the notification threshold

Following the Listing Act, Article 19(8) of MAR now includes a raised notification threshold of EUR 20,000, which may be adjusted by the competent authority. The competent authority can increase said threshold to EUR 50,000 or lower it to EUR 10,000 in accordance with and Article 19(9) of MAR.

2. Broadened scope of authorised transactions during closed periods

With regard to transactions by PDMRs and PCAs during closed periods, two changes were introduced.

First, the scope of the PDMRs transactions (if allowed by the issuer) envisaged in Article 19(12) of MAR – i.e., (a) on a case-by-case basis, in case of exceptional circumstances (e.g. severe financial difficulty) which require the immediate sale, or (b) because of the characteristics of the trading involved for transactions made under, or related to, an employee share or saving scheme – is extended from shares to shares and other financial instruments.

Second, by adding paragraph 12a to Article 19 of MAR, an issuer shall now allow a PDMR to trade or make transactions, whether on their own account or on behalf of a third party, provided that such transactions or trade activities (a) do not relate to active investment decisions undertaken by the PDMR, (b) result exclusively from external factors or third-party actions, or (c) are executed under predetermined conditions. The Listing Act stipulates that the envisaged transactions may include, for example, transactions resulting from “a discretionary asset management mandate executed by an independent third party under a discretionary asset management mandate”².

[2] Recital 76 of Regulation (EU) 2024/2809.

III. Conclusion

The amendments to MAR introduced by the EU Listing Act represent a significant evolution in the EU regulatory framework governing transparency, market integrity, and issuer obligations. While this article has focused on selected key changes to the MAR, the Listing Act also introduces changes to other aspects of MAR, including the sanctions regime.

These and other changes introduced by the EU Listing Act warrant close attention and may require updates to internal policies, disclosure procedures, and compliance systems. Additionally, monitoring the related delegated acts to be adopted by the European Commission, as well as ESMA guidance, which will further shape practical application, will also be important.

If you have any question about this new regulation, feel free to contact the authors of this article.

***

This newsletter is not a legal advice or a legal opinion. We recommend consulting with a legal advisor of your choice before taking any action based on the information provided in this newsletter.

EU Listing Act | Key Changes to the Market Abuse Regulation

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