ESMA finalises the review of guidelines on the delay in disclosure of inside information
AI Analysis
ESMA has finalised revised guidelines under Article 17 of the Market Abuse Regulation (EU) No 596/2014 on when issuers may delay disclosure of inside information. The guidelines add five legitimate-interest scenarios, remove guidance for intermediate steps in protracted processes following the Listing Act changes effective 5 June 2026, and apply when published in all 24 EU official languages.
Key dates
- 2026-06-05
- Relevant amendments introduced by Regulation (EU) 2024/2809, the Listing Act, began applying; intermediate information in protracted processes generally ceased to require immediate ad hoc disclosure before completion, subject to the amended MAR conditions.
- 2026-10-16
- ESMA announced the final revised guidelines. They become applicable from their publication on ESMA's website in all 24 official EU languages.
Suggested considerations
- Review inside-information and delayed-disclosure policies against the final ESMA guidelines and Article 17 of Regulation (EU) No 596/2014, including the five new legitimate-interest scenarios.
- Update decision trees and escalation procedures so that a proposed delay is assessed against all MAR Article 17(4) conditions rather than being approved solely because it matches an ESMA example.
- Reassess controls for protracted processes in light of Regulation (EU) 2024/2809: distinguish intermediate steps that are no longer subject to ad hoc disclosure from final outcomes and from information whose confidentiality has ceased to be maintained.
- Add a specific check that a proposed delay does not contradict the issuer's latest public announcement or other communication on the same matter.
- Maintain contemporaneous written records of the inside-information assessment, legitimate interest, expected prejudice from immediate disclosure, confidentiality controls, rationale for the delay and the point at which disclosure must resume; consider whether and how the competent-authority notification and explanation required by Article 17(4) and Article 17(5) apply.
- Coordinate disclosure assessments across parent and subsidiary issuers where information about one group company could prejudice another company's delay, with clear ownership of confidentiality and announcement decisions.
- Train directors, senior managers, investor-relations personnel, transaction teams and advisers on the new examples, particularly public-authority requests, sensitive commercial opportunities and key-person appointments.
- Monitor the ESMA website for the publication of the final guideline text in all 24 official EU languages and record the applicable version used in the firm's disclosure framework.
What changed
The revised guidelines retain a non-exhaustive list of circumstances that may support delayed disclosure and add five situations: a public authority requests non-disclosure; the issuer needs additional information to enable market participants to assess the information correctly; disclosure of sensitive commercial information could cause the loss of a business opportunity; disclosure could jeopardise the appointment of a governing-body member or manager in a key position; and disclosure of information concerning another group company could directly prejudice the issuer or undermine that company's effective delay. These examples do not create automatic safe harbours: issuers must still assess and document the MAR Article 17(4) conditions, including that immediate disclosure would likely pre
Compliance impact
The update is material for issuers because an unjustified delay or premature disclosure can create market-abuse, supervisory and reputational risk, while inadequate records may prevent the issuer demonstrating compliance with Article 17(4). The guidance expands the practical circumstances that may support delay but does not displace the issuer's case-by-case assessment, confidentiality obligations
Who is affected
Related regulations
References
AI-generated analysis. May contain errors or omissions — verify with the original ESMA source before acting. Full disclaimer.
What the ESMA said
ESMA finalises the review of guidelines on the delay in disclosure of inside information 16 October 2026 Guidelines and Technical standards Market Abuse Market Integrity Simplification and Burden Reduction The European Securities and Markets Authority (ESMA), the EU’s financial markets regulator and supervisor, has…
Extract from ESMA . Read the full notice at the source for the authoritative text.