Market Abuse Regulation – MAR
The Market Abuse Regulation (EU) N:o 596/2014 (MAR) and the Directive on criminal sanctions for market abuse 2014/57/EU (MAD II) entered into force for the most part on 3 July 2016. The key aim of MAR is to preserve financial market integrity and improve investor protection.
MAR covers market abuse, i.e. insider dealing, unlawful disclosure of inside information, market manipulation and public disclosure of inside information. In addition, MAR places obligations on, inter alia, persons discharging managerial responsibilities within issuers and their closely associated persons, and on market operators and investment firms. MAR also regulates market soundings, investment recommendations, and statistics or forecasts disseminated by public institutions liable to have a significant effect on financial markets.
MAR is a directly applicable regulation, and MAD II has been transposed into national law. MAR involves extensive Level 2 regulation, adopted as Level 2 Commission Regulations. The Commission has adopted Level 2 Regulations on, inter alia, the technical procedures relating to the public disclosure and delayed public disclosure of inside information, the formats and templates for notification and public disclosure of managers' transactions, and the format of insider lists and their updating procedure.
To whom does MAR apply?
MAR applies to, for example, the following:
- companies traded on a regulated market (stock exchange listed companies
- companies traded on a multilateral trading facility (MTF) (e.g. First North companies)
- companies traded on an organised trading facility (OTF)
- issuers of bonds under certain conditions.
MAR applies to issuers of bonds that are traded on a regulated market or on a multilateral trading facility.
Consequently, under MAR, issuers of bonds are governed by requirements concerning public disclosure and delayed public disclosure of inside information, maintenance of insider lists, notification and public disclosure of transactions by managers and persons closely associated with them and the trading restrictions applicable to them.
To which financial instruments does MAR apply?
MAR applies to
- financial instruments traded on a regulated market
- financial instruments traded on a multilateral trading facility (MTF)
- financial instruments traded on an organised trading facility (OTF)
- financial instruments whose price or value depends on a financial instrument
- traded on a regulated market, a multilateral trading facility or an organised trading facility
- auctioning of emission allowances or other auctioned products based thereon on an auction platform authorised as a regulated market
- OTC trading with the above-mentioned financial instruments.
Moreover, market manipulation and the related prohibition expand so as to apply also to spot commodity contracts on certain conditions and behaviour in relation to benchmarks.
Regulation - EU Regulation
Commission
- Commission Delegated Regulation
Commission Delegated Regulation (EU) 2016/522 – an exemption for public bodies and central banks, the indicators of market manipulation, the disclosure thresholds, the competent authority for notifications of delays, the permission for trading during closed periods and types of notifiable managers' transactions (pdf) - Notifications and list of financial instruments (MAR Article 4)
Commission Implementing Regulation (EU) 2016/378 – implementing technical standards with regard to the timing, format and template of the submission of notifications to competent authorities (pdf) - Commission Delegated Regulation (EU) 2016/909 – regulatory technical standards for the content of notifications to be submitted to competent authorities and the compilation, publication and maintenance of the list of notifications (pdf)
- Exemption for buy-back programmes and stabilisation (MAR Article 5)
Commission Delegated Regulation (EU) 2016/1052 – regulatory technical standards for buy-back programmes and stabilisation measures (pdf) - Market sounding (MAR Article 11)
Commission Delegated Regulation (EU) 2016/960 – regulatory technical standards for the appropriate arrangements, systems and procedures for disclosing market participants conducting market soundings (pdf)
Commission Delegated Regulation (EU) 2016/959 – implementing technical standards for market soundings with regard to the systems and notification templates to be used by disclosing market participants and the format of the records (pdf) - Accepted market practice (MAR Article 13)
Commission Delegated Regulation (EU) 2016/908 – regulatory technical standards on accepted market practice (pdf) - Prevention and detection of market abuse (MAR Article 16)
Commission Delegated Regulation (EU) 2016/957 – regulatory technical standards for preventing, detecting and reporting abusive practices or suspicious orders or transactions (pdf) - Public disclosure of inside information (MAR Article 17 )
Commission Implementing Regulation (EU) 2016/1055 – implementing technical standards with regard to appropriate public disclosure of inside information and for delaying the public disclosure of inside information (pdf) - Insider lists (MAR Article 18)
Commission Implementing Regulation (EU) 2016/347 – implementing technical standards with regard to insider lists (pdf) - Managers' transactions (MAR Article 19)
Commission Implementing Regulation (EU) 2016/523 – implementing technical standards with regard to notification of managers' transactions (pdf) - Investment recommendations and statistics (MAR Article 20)
Commission Delegated Regulation (EU) 2016/958 – regulatory technical standards on investment recommendations (pdf) - Reporting of infringements (MAR Article 32)
Commission Implementing Directive (EU) 2015/2392 – implementing provisions as regards reporting to competent authorities of actual or potential infringements of the MAR (pdf)
European Securities and Markets Authority (ESMA)
- ESMA’s guidelines on market soundings
MAR Guidelines – Persons receiving market soundings (10/11//2016, ESMA/2016/1477 EN) (pdf) - ESMA’s guidelines on delayed disclosure of inside information
MAR Guidelines – Delay in the disclosure of inside information (20/10/2016, ESMA/2016/1478 EN) (pdf) - ESMA’s guidelines on inside information relating to commodity derivatives
MAR Guidelines – Information relating to commodity derivatives markets or related spot markets for the purpose of the definition of inside information on commodity derivatives (17/01/2017, ESMA/2016/1480 EN) (pdf)
- Securities Markets Act (746/2012) (available in Finnish and in Swedish)
- Criminal Code (39/1889) chapter 51 (available in Finnish and in Swedish)
- Regulations and guidelines 6/2016 Regulations and guidelines on disclosure obligation
- Regulations and guidelines 10/2016 Available in Finnish (Markkinoiden tunnustelua vastaanottavat henkilöt) and in Swedish (Personer som mottar marknadssonderingar)
- Regulations and guidelines 5/2017 Available in Finnish (Ohjeet hyödykejohdannaisia koskevan sisäpiiritiedon määrittelemiseksi) and in Swedish (Anvisningar avseende definitionen av insiderinformation om råvaruderivat)
- Nasdaq Helsinki Guidelines for Insiders
- Rules of Nasdaq Helsinki
The European Securities and Markets Authority (ESMA) issues interpretations and practical application guidelines related to the implementation of MAR regulation.
ESMA's MAR-related interpretations and guidelines may change the interpretations and guidelines issued by the FIN-FSA on this website, in which case the FIN-FSA's interpretations and guidelines concerning MAR will be replaced by those of ESMA. However, any such change in the FIN-FSA's interpretations and guidelines will have no retroactive effect.
ESMA Q&A on MAR ESMA Questions and Answers on the Market Abuse Regulation (23 March 2018) ESMA70-21038340-40 (pdf)
See also
The Market newsletter addresses, among other things, topical matters concerning interpretations and regulation related to market abuse and listed companies' disclosure obligation, as well as supervisory findings.
The FIN-FSA has dealt with questions related to MAR in the following Market newsletters:
- Market newsletter 1/2018 ESMA Q&A interpretation of the obligation to prevent and detect market abuse – also extends in certain situations to non-financial firms (pdf)
- Market newsletter 4/2017 MiFID II ancillary provisions of the Market Abuse Regulation (MAR) will apply from 3 January 2018, new ESMA MAR Q&A interpretations (pdf)
- Market newsletter 2/2017 ESMA clarifies definition of managers’ closely associated entities (pdf)
- Market newsletter 1/2017 Models for notifying managers’ transactions, On the emergence of inside information and establishment of insider lists (pdf)
- Market newsletter 5/2016 Guidelines on persons receiving market soundings enter into force on 10 January 2017, Guidelines on delay in the disclosure of inside information enter into force on 20 December 2016, Importance of the determination of inside information highlighted due to MAR (pdf)
- Market newsletter 4/2016 Market Supervision introduces electronic newsletter for swift communication of current issues, Supervisory findings regarding application of the Market Abuse Regulation, Market sounding procedures (pdf)
- Market newsletter 2/2016 Market Abuse Regulation also applies to the issuer of a listed bond, Information on regulation relating to MAR and on notification of transactions by entities in which managers exercise influence, MAR website is now open (pdf)
- Market newsletter 1/2016 Procedures relating to the notification of managers' transactions (pdf)
- Market newsletter 3/2015 Procedures relating to application of the Market Abuse Regulation (pdf)
- Market newsletter 2/2015 The definition of persons closely associated with persons discharging managerial responsibilities (pdf)
- Market newsletter 1/2015 Key changes in the Market Abuse Regulation (pdf)
The Market supervision newsletter discusses, for example, insider issues, disclosure obligation and supervision of prospectuses related to listed companies.
Please send your questions related to the application of MAR to the FIN-FSA, email address: markkinat(at)fiva.fi.