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The European Securities and Markets Authority has finalised revised guidelines on when issuers may delay disclosing inside information under the EU Market Abuse Regulation. The revisions add five examples of legitimate interests and remove guidance for protracted processes following a change described as effective since June 2026.
The European Securities and Markets Authority (ESMA) has finalised revised guidelines on when companies may delay public disclosure of inside information under the EU Market Abuse Regulation, adding five examples of legitimate interests that could support a delay. The changes also remove guidance tied to certain protracted processes after a rule change described by ESMA as effective since June 2026.
Under the Market Abuse Regulation, or MAR, issuers are required to disclose inside information concerning them as soon as possible. The requirement is intended to keep investors informed and prevent insider dealing. In specific circumstances, an issuer may delay disclosure to avoid prejudicing its legitimate interests, subject to the applicable requirements.
Following a public consultation, ESMA identified five additional situations that may constitute legitimate interests. They include cases where a public authority asks the issuer not to disclose; the issuer needs to collect further information so market participants can assess the information correctly; or disclosure of commercially sensitive information could put a business opportunity at risk.
The other examples concern a possible threat to appointing a member of the issuer’s governing body or a manager in a key position, and disclosure about a company within the same corporate group that could directly prejudice the issuer and undermine a delay applied by another group company. ESMA describes the list as non-exhaustive: the examples inform issuers’ decisions but are not presented as automatic permission to delay in every such case.
How the Revised Examples Guide Issuers
The guidelines address a practical tension in market disclosure: investors need timely information, while immediate publication in certain circumstances may harm an issuer’s legitimate interests. ESMA’s added examples give issuers and market participants more detail about situations in which a delay could be considered under MAR.
The changes may also affect how issuers document and evaluate disclosure decisions, particularly when a public authority requests confidentiality, more information is needed for a sound assessment, or sensitive commercial details are involved. However, the announcement does not say that any of the five situations automatically permits withholding information. Issuers remain subject to the regulation and must assess the circumstances of each case.
For investors, the revision clarifies the guidance companies use when disclosure is delayed, but it does not remove the general expectation of prompt disclosure. The central obligation remains disclosure as soon as possible, with delay available only in specific circumstances.
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MAR Disclosure Rules and the Review
MAR sets the baseline for issuers: inside information concerning them must be made public as soon as possible. It allows delay in specific circumstances to protect legitimate interests, and ESMA’s guidelines provide a non-exhaustive list to help issuers make that decision. The current announcement follows a public consultation, according to ESMA.
ESMA also says that, since June 2026, issuers are no longer required to disclose immediately inside information related to protracted processes before those processes are completed. In line with its stated aims of simplification and reducing burdens, the authority removed from the guidelines the legitimate-interest examples associated with delaying disclosure in those processes. The source does not provide further detail on the underlying legislative provision or the consultation responses.
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Application and Publication Details
ESMA’s announcement does not give a specific publication date for the revised guidelines, beyond saying they become applicable when published on its website in the 24 official EU languages. It also does not set out how authorities will assess individual issuer decisions or provide case-specific examples applying the five additions.
The five situations are described as potential legitimate interests, not categorical exemptions. The announcement does not change the underlying MAR requirement to disclose as soon as possible, and it does not specify what evidence an issuer should retain in each scenario. The practical application will depend on the relevant facts and applicable rules.
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Publication Triggers the New Guidance
ESMA says the revised guidelines become applicable on the date they are published on its website in all 24 official EU languages. Until that publication, the announcement does not establish a separate start date. Issuers, investors and other market participants can then consult the final text to review the full wording and apply it alongside MAR.
The authority has not announced a further consultation or implementation timetable in the source material. The next confirmed milestone is therefore publication; any later supervisory guidance or enforcement developments are not specified.
Key Questions
What has ESMA finalised?
ESMA has finalised revised guidelines on when issuers may delay public disclosure of inside information under the Market Abuse Regulation.
What are the five new situations?
They cover a public authority request not to disclose; a need to gather more information for market participants to assess the information; risk to a business opportunity from revealing sensitive commercial information; possible jeopardy to appointing a governing-body member or key manager; and group-company disclosure that could directly prejudice the issuer or undermine another group company’s delay.
Do the examples automatically allow a company to delay disclosure?
No. ESMA calls the list non-exhaustive and says the examples help issuers decide whether a delay may be justified. The general rule remains disclosure as soon as possible, subject to the regulation’s conditions.
When do the revised guidelines apply?
They apply from the date ESMA publishes them on its website in the 24 official EU languages. The announcement does not give a calendar date for publication.
Source: primary
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