Market Abuse Regulation or MAR meaning

ARCHIVED: This timeline has been archived and is no longer maintained. For developments from January 2024 onwards, see EU Market Abuse Regulation—timeline for issues relating to the EU Market Abuse Regulation, or UK Market Abuse Regulation—timeline for matters concerning the UK Market Abuse Regulation. For further guidance on the EU Market Abuse Regulation, see Practice Note: EU Market Abuse Regulation (MAR)—essentials. For further guidance on the UK Market Abuse Regulation, see Practice Note: UK Market Abuse Regulation (MAR)—essentials. Date: 9 November 2023 Source: European Economic Area Joint Committee Documents: Decision of the EEA Joint Committee No 98/2023 of 28 April 2023 amending Annex IX (Financial services) to the EEA Agreement [2023/2252]; Decision of the EEA Joint Committee No 99/2023 of 28 April 2023 amending Annex IX (Financial services) to the EEA Agreement [2023/2253]; Decision of the EEA Joint Committee No 100/2023 of 28 April 2023 amending Annex IX (Financial services) to the EEA Agreement [2023/2254] Description: Three decisions of the EEA Joint Committee...

Financial services developments FCA fines former Carillion finance directors for misleading market disclosures The Financial Conduct Authority (FCA) has issued Final Notices imposing financial sanctions on Richard Adam and Zafar Khan, former group finance directors of Carillion plc, for being knowingly involved in the company’s publication of misleading information to the market. The action concerns Carillion’s trading update released in December 2016, ahead of the company’s profit warning in July 2017 and its subsequent liquidation. In a Final Notice dated 7 January 2026, the FCA fined Adam £232,800 for being knowingly concerned in Carillion’s breaches of the following requirements: Article 15 of the Market Abuse Regulation (EU) No 596/2014 (MAR) (prohibiting market manipulation) Listing Rule 1.3.3R (misleading information must not be published) Listing Principle 1 (procedures, systems and controls) Premium Listing Principle 2 (acting with integrity) The FCA found that Adam approved Carillion’s December 2016 trading update despite internal reporting that indicated significant deteriorations in major construction contracts, and...

Listed on the London Stock Exchange (LSE), Carillion was a prominent international construction, project finance and support services company with operations in the UK, Canada and the Middle East. Background On 10 July 2017, Carillion disclosed, among other matters, an anticipated provision of £845 million, of which £375 million related to projects within Carillion Construction Services (provision here meaning, in accounting terms, an amount reserved from profits to meet a likely future liability or loss of uncertain timing or amount). This in effect eliminated Carillion’s profits for the preceding six years. Based on earlier statements by Carillion Construction Services, the market had not foreseen such a provision at all in advance. The share price dropped 39% on the day of the announcement and 70% within three days. Given the apparently misleading communications to the market, the FCA commenced enforcement action...

EU financial services developments ESMA publishes new Q&As The European Securities and Markets Authority (ESMA) has released Q&As spanning the EU ESG Ratings Regulation (ESGRR), the EU Market Abuse Regulation (EU MAR) and the Markets in Crypto-Assets Regulation (MiCA). For ESGRR, the latest Q&As cover: the specified ranking framework transitional arrangements ESG rating providers set up after the date of entry into force material updates to registration details The EU MAR Q&A addresses the annually performed audit under Commission Delegated Regulation (EU) 2016/957. The MiCA Q&A concerns the exemption from white paper requirements when offering a cryptoasset other than an ART or EMT. Source: ESMA: New Q&As available...

This Resource Note spotlights commentary, analysis and materials to aid interpretation and give practical guidance on applying Chapters 1, 1A, 1B and 1C of the Disclosure Guidance and Transparency Rules: DTR 1, DTR 1A, DTR 1B and DTR 1C respectively. Materials referenced here include, where pertinent: the Financial Conduct Authority (FCA) Handbook FCA Knowledge Base guidance—Procedural notes and Technical notes (constituting formal guidance and binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpreting a provision Lexis+ UK analysis and resources Setting the scene What it covers: DTR 1 sets out the Disclosure guidance, explaining its scope and purpose; DTR 1A sets out the transparency rules with their scope and purpose;...

Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...

STOP PRESS: The EU Listing Act appeared in the Official Journal on 14 November 2024, introducing amendments to the EU Market Abuse Regulation (EU MAR). The majority of the Act’s measures, including the EU MAR changes, are due to apply from July 2026, conditional on the Commission adopting level 2 delegated acts. Certain EU MAR updates on market soundings and managers’ transactions, however, took effect on 4 December 2024 and are flagged in the relevant sections of this Practice Note. On 7 May 2025, ESMA issued technical advice to the Commission covering, among other matters, EU MAR. On 8 April 2026, the Commission released the final texts of two delegated acts: one addressing the disclosure of inside information and another dealing with, among other aspects, indicators of market manipulation. These delegated acts will be published in the Official Journal of the EU and will enter into force provided the European Parliament or the Council of the EU do not object. The scrutiny period typically runs for two months after...

Article 18(1) of the UK Market Abuse Regulation (Assimilated Regulation (EU) 596/2014 (UK Market Abuse Regulation)) An issuer, or any person acting for an issuer or on the issuer’s account, is obliged to compile a list of all individuals who have access to inside information and who work for them under an employment contract, or who otherwise carry out tasks that provide access to such information, for example advisers, accountants, or credit rating agencies...

[ On headed notepaper of issuer ] Strictly private and confidential To: [ insert name of the person discharging managerial responsibility ][ insert address of the person discharging managerial responsibility ] Date: [ insert date ] Dear [ insert PDMR name ], Notification of transaction in the shares or other debt or financial instruments of [ full name of company ] (the Company) Further to your obligation under Article 19(1) of the UK Market Abuse Regulation (the Regulation), you are, as a PDMR of the Company, required to inform both the Company and the Financial Conduct Authority (FCA) of every transaction executed on your own account that relates to the Company’s shares or its debt instruments, or to derivatives or other financial instruments connected with those shares (eg options or debt instruments), where the amount is above €5,000 per calendar year...

Strictly private and confidential Wall-crossed investor script We are getting in touch to discuss a potential [ description of the nature of the securities to be offered (ie equity securities) ] offering in relation to a company (Company) operating within the [ description of industry ]. Before sharing further particulars, I must advise that the information is material, non-public and highly confidential. For this discussion and any confirming email, any reference to ‘you’ covers you, your organisation, and anyone at your organisation who receives any such further information about the Company or the proposed offering. Once you receive this information, including the Company’s industry sector and details of the potential offering, you may be regarded as an ‘insider’ as defined in Article 8(4) of Assimilated Regulation (EU) 596/2014 (the UK Market Abuse Regulation). Before obtaining any additional information about the Company or the proposed offering, you must agree that: you will not disclose this information to anyone within or outside of your organisation with ...