As previously reported, the Market Abuse Regulation (MAR) becomes directly effective in Irish law from 3 July 2016. MAR is to be supplemented by delegated regulations (Delegated Regulations), and implementing technical standards and guidelines (Implementing Regulations) to be adopted by the European Commission and the European Securities and Markets Authority. In time, there will also be specific Irish implementing regulations.
The European Commission has recently adopted Delegated Regulations and Implementing Regulations regarding the following matters:
1. Precise format of insider lists and for updating insider lists
An Implementing Regulation prescribes the format for the preparation and maintenance of insider lists required to be prepared by issuers (or any persons acting on their behalf) and submitted to the competent authority. Annexes I and II contain the templates that must be used for this purpose. We will provide further information in our next edition on the practical implications of these requirements for the preparation, maintenance and submission of insider lists.
2. Conditions applicable to buy-back programmes and stabilisation measures
This Delegated Regulation sets out:
- Information to be disclosed by the issuer about a buy-back programme before trading
- Obligations on reporting and recording transactions related to buy-back programmes
- Activities which the issuer may not engage in during buy-back programmes
3. Technical arrangements for objective presentation of investment recommendations and for disclosure of interests
This requires persons producing investment recommendations to disclose their identities and any interests which may reasonably be deemed to impair the objectivity of the recommendation. It also imposes criteria relating to the content of such recommendations, for example, facts must be clearly distinguished from estimates and opinions.
4. Appropriate arrangements, systems, procedures and templates to be used for preventing, detecting and reporting abusive practices or suspicious orders or transactions
This imposes requirements on persons arranging or executing transactions and trading venue operators to establish procedures to report transactions and orders that could constitute offences such as insider dealing or other offences under MAR.
5. Criteria for establishing an accepted market practice
If behaviour that would otherwise constitute market manipulation is carried out for legitimate reasons and conforms with an accepted market practice (AMP) that behaviour will not fall foul of the prohibition on market manipulation under MAR. This Delegated Regulation sets out the criteria to which competent authorities must adhere when establishing an AMP.
6. Content, timing, format and template of notifications to be submitted to competent authorities
The Annex to this Delegated Regulation, together with a related Implementing Regulation, sets out the content, timing, and template of the notifications to be submitted by trading venue operators to competent authorities, including; details regarding the admission to trading of the financial instrument in question, and the cessation of such trading.
The Council of the EU and the European Parliament are currently considering the above Delegated Regulations, and if neither objects, the Delegated Regulations will apply from 3 July 2016. The Implementing Regulations will also apply from 3 July 2016.
If you have any queries in relation to the above developments or their practical implications for you, please do not hesitate to contact one of the key contacts detailed here or your usual William Fry contact.
Contributed by Niall Keane.