On 21 November 2017, ESMA added 2 new questions and answers to its Q&A (the “Q&A”) on the Market Abuse Regulation (“MAR”). The purpose of the Q&A is to provide clarity on the practical application of MAR with the aim of promoting a common supervisory approach. The latest updates to the Q&A have been made with respect to trading during closed periods and prohibition of insider dealing and types of transactions by persons discharging managerial responsibilities (“PDMRs”) prohibited during closed periods.
The Q&A covers the following topics so far:
- disclosure of inside information;
- prevention and detection of market abuse;
- managers’ transactions;
- investment recommendation:
- market soundings; and
- insider lists.
|Trading during closed periods and prohibition of insider dealing.||How should trading permission to trade in a closed period, which may be granted in circumstances to PDMRs in accordance with Article 19(12) MAR, be considered in the context of Article 14 MAR?||
PDMRs that trade during a closed period that have been given permission by an issuer in the limited circumstances under Article 19(12) of MAR, are still under the same obligation under Article 14 of MAR to consider whether the transaction would constitute insider dealing.
Article 14 MAR applies during closed periods referred to in Article 19(11) of MAR in the same way as trading done during any other time.
|7.9||Types of transactions by PDMRs prohibited during closed periods||Are the types of ‘transaction’ by a PDMR prohibited during a closed period under Article 19(11) MAR the same as those types of transaction subject to the notification requirements required by Article 19(1) MAR.||Yes, the types of ‘transaction’ by a PDMR prohibited during a closed period under Article 19(11) are the same as those types of transaction subject to the notification requirements set out under Article 19(1) MAR.
ESMA also clarifies that Article 19(11) of MAR only applies to a PDMR when conducting transactions on its own account or for the account of a third party, while the notification transaction required under Article 19(1) of MAR applies to persons closely associated to a PDMR.
ESMA will continue to develop and add new questions and answers to the Q&A.
To view the full Q&A please follow this link.
For more information, and any guidance or advice on your firm’s obligations under MAR, Cleveland & Co, your External in-house counsel, are here to help.