On 12 December 2024, the European Securities and MArkets Authority (ESMA) published a consultation paper on amendments to the Markets Abuse Regulation and MiFID II, in light of changes introduced by the Listing Act Regulation.

The Listing Act legislative package entered into force on 4 December 2024. Changes to MAR include amending the requirement to disclose intermediate steps in protracted processes so that issuers only need to disclose inside information to the market as soon as possible after the final event or circumstance in a protracted process has occurred; clarifying that the market soundings regime is a safe harbour from the offence of unlawful disclosure (and not a mandatory procedural requirement); requiring issuers to only report transactions under a buy-back programme to the National Competent Authority of the most relevant market in terms of liquidity for its shares (rather than to all markets where the shares are traded); and increasing the threshold for PDMR transaction reporting to EUR 20k.

ESMA has been requested to provide technical advice to the European Commission on the following points:

1. A non-exhaustive list of final events or final circumstances in protracted processes and, for each event or circumstance, the moment when it is deemed to have occurred and is to be disclosed pursuant to the new Article 17(1) MAR;
2. A non-exhaustive list of situations in which the inside information that the issuer or the emission allowance market participant intends to delay is in contrast with the latest public announcement or other type of communication by the issuer or emission allowance market participant on the same matter to which the inside information refers, as referred to in Article 17(4)(b) MAR;
3. Trading venues with cross-border activity above 50%, along with their share turnover over the past four years, to help identify those that will be subject to the Cross Market Order Book Mechanism established by Article 25a MAR; and
4. The MiFID II delegated acts that the European Commission should adopt regarding the requirements necessary for an MTF or a segment thereof to be registered as an SME growth market.

The consultation closes on 13 February 2025. ESMA aims to provide its final technical advice to the European Commission in Q2 2025.

If you have any questions, please contact Aniqah Rao.