ESMA updates market abuse disclosure delay guidelines in Europe

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ESMA market abuse guideline update

Highlights

ESMA updated its guidelines to clarify situations permitting delayed disclosure of inside information under the Market Abuse Regulation in Europe.
The new guidance, following public consultation, provides a non-exhaustive list of legitimate delay cases including public authority requests, need for additional information, and sensitive appointments.
From June 2026, issuers will not need to disclose inside information on protracted processes before completion, reflecting ESMA's removal of related examples from the guidelines.

Revised framework for delayed disclosures

As reported by ESMA, citing the European Securities and Markets Authority, the revised guidelines streamline the framework governing when issuers may postpone the public disclosure of inside information under the Market Abuse Regulation. The regulator says issuers must still disclose such information as soon as possible in order to keep investors informed and help prevent insider dealing, but they may delay publication in specific cases where immediate disclosure would prejudice legitimate interests.

The updated guidance gives issuers a non-exhaustive list of situations that may justify a delay. ESMA says the additions follow a public consultation and include cases where a public authority asks an issuer not to disclose information, where more information is needed for market participants to assess the inside information correctly, where sensitive commercial disclosure could cost a business opportunity, where a board or key management appointment could be jeopardised, and where disclosure about companies in the same group could directly prejudice the issuer and weaken another company’s delay.

Regulatory implications for issuers

Since June 2026, issuers are no longer required to immediately disclose inside information linked to protracted processes before those processes are completed. In line with that change, ESMA has removed from the guidelines legitimate-interest examples related to delayed disclosure in such processes.

The update completes ESMA’s revised regulatory framework in this area and aligns with its stated aim of simplification and burden reduction. For listed companies and other issuers in Europe, the changes are intended to provide clearer grounds for assessing whether a disclosure delay is permissible while maintaining market transparency rules under MAR.

In our earlier article on Europe’s uneven growth outlook and credit conditions, we noted that the latest IMF forecasts pointed to a fragmented recovery, with Germany, the UK and Spain showing relative resilience while France lagged. We also highlighted how persistent inflation risks, tight fiscal constraints and shifting trade dynamics were influencing borrowing conditions and market sentiment, raising credit risks in weaker economies.

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