Inside Information in Protracted Processes: Supplement to EU Market Abuse Regulation Provides Additional Clarity

Given the recent simplification efforts under the EU Listing Act (Regulation (EU) No 2809/2024), on April 8, 2026, the EC adopted a delegated regulation that supplements MAR to specify, for the first time, the situations in which a final event in a protracted process could trigger the obligation to disclose inside information. This regulation also indicates the situations in which inside information that is to be delayed will be regarded as "in contrast" with an issuer's prior public communications.

Regulatory Background: The Problem of Protracted Processes

Under Article 17(1) MAR, EU issuers are required to disclose inside information that directly concerns them "as soon as possible." Significant challenges in applying this obligation have long been posed by protracted processes, which are lengthy series of actions, steps, or decisions that are intended to bring about, or that result in, a particular circumstance or event. Problems have arisen because it has been unclear whether issuers must disclose each intermediate step as inside information. The Listing Act addressed this by excluding intermediate steps from the disclosure obligation (provided that confidentiality is maintained) and by empowering the EC, under Article 17(12) MAR, to establish a non-exhaustive list of final events and situations where delayed information conflicts with prior public communications.

It should be noted that the ability to delay such disclosure under Article 17(4) MAR remains available for the final event in which all relevant conditions are met. Nevertheless, that option is expected to be used less frequently than under the current regime, since intermediate steps—the most common reason for the delay mechanism—are no longer subject to disclosure.

The Non-Exhaustive List of Final Events (Annex I)

The centerpiece of the Delegated Regulation is its Annex I, a detailed but non-exhaustive list of "final events" in protracted processes, organized into seven categories (A–G):

(A) Business strategy, including the signing of agreements, the acquisition/disposal of material assets, the approval of draft terms of mergers, and major restructurings;

(B) Capital structure, dividends, and interest payments, including capital increases, issuances, share buy-backs, dividend proposals, and postponement of payments;

(C) Financial information, including the acknowledgment or approval of financial results and of forecasts;

(D) Corporate governance, including the appointment and removal of governing-body members and material amendments to articles of incorporation;

(E) Interventions by public authorities, including applications for licenses, authorizations, intellectual-property rights, and product approvals; clinical trials; public procurement processes; and insolvency and restructuring proceedings;

(F) Credit institutions and insurance undertakings, including own-funds reductions and resolution actions; and

(G) Legal proceedings, sanctions, and delisting, including administrative and judicial decisions, quantification of sanctions, and delisting.

Several points are particularly noteworthy here. Within category (A), the acquisition or disposal of material assets (including subsidiaries) is triggered by the signing of the asset purchase agreement or by any equivalently binding act, while the voluntary termination of a material agreement is triggered by the issuer's governing-body decision to terminate. Within categories (E) and (G), disclosure must be made even where a public authority's decision may be or is subject to appeal. Under category (E), an issuer's own application or filing with a public authority is itself listed as a disclosure-triggering final event.

The determination of whether information constitutes inside information remains the responsibility of the issuer. Importantly and in any event, where the information does not qualify as inside information under Article 7 MAR in a given case, no disclosure obligation arises. For protracted processes not covered by the list, issuers may draw on the listed final events by analogy but must be able to substantiate their decision to the competent authority.

The Contrast Requirement for Delayed Disclosure (Annexes II and III)

Under MAR, if inside information is "in contrast" with an issuer's prior public communications, an issuer cannot decide to delay its disclosure. The Delegated Regulation's Annex II sets out a non-exhaustive list of eight situations in which such a contrast is deemed to exist. These situations include material changes to previously communicated forecasts, financial results, or business objectives; changes to environmental or social impacts; information concerning the issuer's financial viability; and material changes to capital structure, business strategy, or corporate governance.

Annex III defines the types of communication to be considered in the contrast assessment. In addition to press releases and regulatory filings, such communications comprise social media posts, podcasts, webinars, roadshows, advertising campaigns, and public interviews, if made by the issuer or any person formally representing the issuer. This breadth underscores the need for issuers to subject all channels of corporate communication to rigorous controls.