The EU Listing Act, which entered into force on 4 December 2024, introduces significant changes to the EU Market Abuse Regulation (EU MAR).
A number of key reforms to the market disclosure regime take effect from 5 June 2026, with implications for how issuers analyse and document their disclosure obligations. Further regulatory developments are expected later in the year.
Key changes from 5 June 2026
A shift in approach to “protracted processes”
From 5 June 2026, issuers will no longer be required to disclose inside information relating to intermediate steps in a protracted process. Instead, disclosure will be triggered by the occurrence of the “final event or final circumstance”.
Where confidentiality is no longer ensured, issuers will be required to disclose the information as soon as possible.
The European Commission has adopted a delegated regulation setting out a non-exhaustive list of such final events in common transaction scenarios.
This represents a significant change to the legal framework governing disclosure under EU MAR, particularly in the context of multi-stage processes such as M&A transactions and capital raisings. In practice, the relevant assessment will centre on whether a final event has occurred, rather than on whether the conditions for delaying disclosure of inside information are met.
Revised test for delaying disclosure
The conditions for delaying disclosure are also being amended. While the existing requirements that immediate disclosure would prejudice the issuer’s legitimate interests and that the issuer is able to ensure the confidentiality of the information remain unchanged, from 5 June 2026, the second limb is revised so that delay will only be permitted where the information is not in contrast with the issuer’s latest public announcements or other communications on the same matter.
However, the introduction of the protracted process framework may reduce the frequency with which issuers need to rely on the delay mechanism, as scenarios previously requiring a delay analysis may instead fall to be addressed at the protracted process stage.
This replaces the previous “not misleading” test with a more objective standard linked to prior disclosures.
Further changes expected
In parallel with the June reforms, a number of related developments are expected over the course of 2026, including updated ESMA guidance on delayed disclosure, the introduction of a simplified insider list regime (once implementing standards are finalised), and amendments affecting PDMR trading rules.
Continued regulatory focus
These reforms come against a backdrop of ongoing regulatory scrutiny in this area.
Recent case law from the Court of Justice of the European Union confirms the potentially broad scope of inside information, while the Central Bank of Ireland has identified market abuse as a supervisory priority for 2026, with targeted activity expected in this area.
EU and UK divergence
For dual-listed issuers, divergence between EU MAR and UK MAR is becoming increasingly relevant.
While EU MAR is being updated through the Listing Act, the UK regime has not been amended to reflect these changes, requiring issuers to navigate two parallel frameworks.
Practical implications
The June 2026 reforms alter the analytical framework through which disclosure obligations are assessed, particularly in the context of protracted processes and delaying disclosure.
These changes, together with continued regulatory focus in this area, will have implications for issuers’ existing MAR policies, procedures and documentation practices, including internal decision-making records.
We are currently advising issuers on the practical application of these reforms, including in the context of transaction planning and ongoing disclosure processes, and would be happy to discuss any of the issues raised in this briefing.