As a follow-up to our previous article on the Listing Act reforms, we report that on 15 December 2025, the European Commission published the draft Commission Delegated Regulation and corresponding Annexes supplementing the EU Market Abuse Regulation (or ‘MAR’) as regards the disclosure of inside information in protracted processes and the delay of disclosure (the “Delegated Act”). The feedback period for this draft act is open until 12 January 2026, with adoption planned for the first quarter of 2026.
Background
The recent amendments to the EU Market Abuse Regulation introduced by the Listing Act (Regulation (EU) 2024/2809) aim to reduce legal uncertainty and administrative burdens for issuers, including in relation to the disclosure of inside information during complex, ongoing (‘protracted’) processes. Our original article highlighted the key changes brought by the Listing Act, notably the exclusion of intermediate steps in protracted processes from disclosure obligations and the clarification of conditions for delaying disclosure.
In this connection, article 17(12) MAR (which was also introduced by the Listing Act), empowers to European Commission to adopt a delegated act setting out:
- 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 article 17(1) MAR;
- situations in which the inside information that the issuer intends to delay is in contrast with the latest public announcement or other type of communication by the issuer on the same matter to which the inside information refers, as referred to in article 17(4)(b) (i.e. one of the conditions for delaying the publication of inside information).
The draft Delegated Act now open for consultation is the act referred to in article 17(12) MAR.
Key Provisions of the Delegated Act
1. Non-Exhaustive List of Final Events in Protracted Processes
The draft Regulation sets out, in Annex I, a non-exhaustive list of final events or circumstances in protracted processes that require disclosure, as well as the timing of such disclosure. This list is intended to help issuers identify when disclosure is required under Article 17(1) of MAR, while recognizing that each case must be assessed on its own merits. The list is generic to accommodate differences in national law and company structures, and issuers remain responsible for determining whether information qualifies as inside information.
2. Delayed Disclosure: Legal Certainty and Contrast with Prior Communications
Annex II provides a non-exhaustive list of situations where delayed disclosure of inside information may be in contrast with the issuer’s latest public announcement or communication on the same matter.
Annex III clarifies the types of communications that issuers should consider when assessing whether a contrast exists.
Practical Implications for Issuers
Issuers should review the draft Delegated Regulation and consider how the new guidance will affect their disclosure practices. The focus on final events, rather than intermediate steps, is intended to streamline compliance and reduce unnecessary disclosures. At the same time, the detailed lists and clarifications provide a more predictable and cost-effective disclosure regime, as originally intended by the Listing Act reforms.
Next Steps
Stakeholders are encouraged to submit feedback on the draft Delegated Regulation via the European Commission’s ‘Have Your Say’ portal by 12 January 2026. The Commission aims to adopt the final Regulation in the first quarter of 2026.
