European Union – October 27, 2026 -- The European Securities and Markets Authority (ESMA) has finalised its revised Market Abuse Regulation (MAR) guidelines on delaying the disclosure of inside information, adding five legitimate interests that issuers can cite to justify a delay.
Under MAR, issuers must disclose inside information concerning them as soon as possible, so that investors are informed and insider dealing is prevented. Issuers may delay disclosure in specific circumstances to avoid prejudicing their legitimate interests. The guidelines give issuers a non-exhaustive list of such interests. The update completes the revised regulatory framework.
Five new legitimate interests follow public consultation
After a public consultation, ESMA added five situations in which a delay may be justified:
- a public authority asks the issuer not to disclose the information;
- the issuer must collect additional information so that market participants can assess the inside information correctly;
- disclosing sensitive commercial information could cost the issuer a business opportunity;
- disclosure could jeopardise the appointment of a member of the governing body or of a manager in a key position;
- disclosure by one group company could directly prejudice the issuer and undermine the effectiveness of a delay applied by another group company.
Protracted-process grounds removed from the guidelines
Since June 2026, issuers no longer have to disclose inside information related to protracted processes immediately, before those processes are complete. ESMA has therefore deleted the legitimate interests tied to such processes from the current guidelines. The agency cites its simplification and burden-reduction objectives.
Guidelines apply on publication in 24 EU languages
The revised guidelines become applicable on the date ESMA publishes them on its website in the 24 official EU languages.