How the EU Listing Act transforms privileged information disclosure requirements

The EU's Listing Act introduces significant changes to market abuse regulations, particularly concerning the disclosure of privileged information in prolonged processes

The European Union’s Listing Act (Regulation (EU) 2026/2809) has brought substantial changes to the Market Abuse Regulation (MAR) (Regulation (EU) No 596/2014), particularly in how companies handle privileged information during prolonged processes. These modifications, effective since June 5, 2026, represent a significant shift in market transparency and corporate governance practices.

The new regulations focus on simplifying disclosure requirements for intermediate steps in complex corporate processes while maintaining stringent controls on final outcomes. This approach aims to balance market transparency with operational efficiency for companies navigating intricate transactions.

The evolution of privileged information disclosure requirements

Under the original MAR framework, any intermediate step in a prolonged corporate process could potentially trigger immediate disclosure requirements if it met the criteria for privileged information. This included situations like initial negotiations, preliminary approvals, or other significant milestones in transactions.

The Listing Act has fundamentally altered this approach. According to the revised Article 17(1) of MAR, companies are no longer required to disclose information about intermediate steps in prolonged processes. Instead, they must focus on communicating only the final outcomes when they become certain.

This change addresses long-standing operational challenges companies faced when determining whether to disclose information about each step in complex processes. The previous requirements often led to extensive use of disclosure delay mechanisms, creating uncertainty in financial markets.

Key implications for corporate governance and market transparency

The new regulations represent a strategic shift in how companies manage privileged information. While eliminating the requirement to disclose intermediate steps, the Listing Act maintains strict controls on final outcomes and emphasizes the importance of internal governance mechanisms.

Companies must still ensure adequate confidentiality throughout all phases of prolonged processes. The revised Article 17(1-bis) explicitly states that while intermediate steps don’t require disclosure, companies remain responsible for maintaining the confidentiality of all information related to these processes.

Additionally, the changes don’t affect the requirement to maintain insider lists which remain a critical tool for tracking access to privileged information. These lists help companies demonstrate their compliance with confidentiality requirements and provide a record for regulatory authorities.

The Listing Act’s modifications reflect a broader trend toward more flexible regulatory approaches that balance market transparency with practical business considerations. By focusing disclosure requirements on final outcomes rather than intermediate steps, the new framework aims to reduce unnecessary market volatility while maintaining essential protections against insider trading.

As companies adapt to these changes, they’ll need to carefully assess their internal governance structures and disclosure policies to ensure compliance with the new requirements while maintaining effective communication with investors and other stakeholders.