The Market Abuse Regulation (EU) N:o 596/2014 (MAR) and the Directive on criminal sanctions for market abuse 2014/57/EU (MAD II) will enter into force on 3 July 2016. MAR is a directly applicable regulation, and the MAD II will be transposed into national law. MAR and MAD II will replace the previous Market Abuse Directive 2003/6/EC (MAD).
MAR is related to extensive Level 2 regulation, adopted as Level 2 Commission Regulations. The Commission adopts Level 2 Regulations on, inter alia, the technical procedures relating to the public disclosure and delayed public disclosure of inside information, the formats and templates for notification and public disclosure of managers' transactions, and the format of insider lists and their updating procedure.
MAR covers market abuse, i.e. insider dealing, unlawful disclosure of inside information, market manipulation and public disclosure of inside information, and establishes a uniform EU regulatory framework for these. One of the key aims of MAR is to preserve financial market integrity and improve investor protection.
Scope of application
To whom does MAR apply?
MAR applies to, for example, the following:
- companies traded on a regulated market (stock exchange listed companies)
- companies traded on a multilateral trading facility (MTF) (e.g. First North companies)
- companies traded on an organised trading facility (OTF) (as from 3 January 2018)
- issuers of bonds under certain conditions
In addition, MAR places obligations on, inter alia, persons discharging managerial responsibilities within issuers and their closely associated persons, and on market operators and investment firms. MAR also regulates market soundings, investment recommendations, and statistics or forecasts disseminated by public institutions liable to have a significant effect on financial markets.
Issuers of bonds
MAR applies to issuers of bonds that are traded on a regulated market or on a multilateral trading facility.
Consequently, under MAR, issuers of bonds are governed by requirements concerning public disclosure (and delayed public disclosure) of inside information, maintenance of insider lists, notification and public disclosure of transactions by managers and persons closely associated with them and the trading restrictions applicable to them.
To which financial instruments does MAR apply?
MAR applies to
- financial instruments traded on a regulated market
- financial instruments traded on a multilateral trading facility (MTF)
- financial instruments traded on an organised trading facility (OTF) (as from 3 January 2018)
- financial instruments whose price or value depends on a financial instrument traded on a regulated market, a multilateral trading facility or an organised trading facility
- auctioning of emission allowances or other auctioned products based thereon on an auction platform authorised as a regulated market (as from 3 January 2018)
- OTC trading.
Moreover, market manipulation and the related prohibition expand so as to apply also to spot commodity contracts on certain conditions and behaviour in relation to benchmarks.
MAR definition of a financial instrument is based on the MiFID II Directive.1
Application of certain provisions as from 3 January 2018
Certain MAR provisions will not be applied until 3 January 2018. These are provisions concerning
- organised trading facilities (OTFs)
- SME Growth Market
- emission allowances or auctioned products based thereon.
Questions related to the application of MAR
Questions related to the application of MAR may be sent to FIN-FSA at the email address: markkinat(at)fiva.fi.
Answers to the questions posed via this channel will not necessarily be sent directly to the questioner, but we will take the questions into account, to the extent possible, in the preparation of guidelines related to the application of MAR and the relevant procedures, the Market newsletters and briefing sessions.
Interpretations and statements related to MAR
MAR is a regulation that is directly applicable EU legislation. The Commission's Implementing Regulations, adopted by virtue of MAR, also constitute binding regulation. The European Securities and Markets Authority (ESMA) is mandated to issue interpretations and practical application guidelines related to the implementation of MAR regulation. ESMA's MAR-related interpretations and guidelines may change the interpretations and guidelines issued by FIN-FSA on this website, in which case FIN-FSA's interpretations and guidelines concerning MAR will be replaced by those of ESMA. However, any such change in the FIN-FSA's interpretations and guidelines will have no retroactive effect.
The Market newsletter addresses, among other things, topical matters concerning interpretations and regulation related to market abuse and listed companies' disclosure obligation, as well as supervisory findings.
FIN-FSA has dealt with questions related to MAR in the following Market newsletters:
- Market newsletter 3/2018 Observations on delaying the disclosure of inside information – issuers are well aware of their reporting obligations
- Market newsletter 1/2018 ESMA Q&A interpretation of the obligation to prevent and detect market abuse – also extends in certain situations to non-financial firms (pdf)
- Market newsletter 4/2017 MiFID II ancillary provisions of the Market Abuse Regulation (MAR) will apply from 3 January 2018 (pdf)
- Market newsletter 3/2017 Requirement to use LEI code is extended (pdf)
- Market newsletter 2/2017 ESMA clarified definition of managers’ closely associated entities (pdf)
- Market newsletter 1/2017 Models for notifying managers’ transactions, On the emergence of inside information and establishment of insider lists (pdf)
- Market newsletter 5/2016 Guidelines on persons receiving market soundings enter into force on 10 January 2017, Guidelines on delay in the disclosure of inside information enter into force on 20 December 2016, Importance of the determination of inside information highlighted due to MAR, Events for listed companies in 2016 (pdf)
- Market newsletter 4/2016 Market Supervision introduces electronic newsletter for swift communication of current issues, Supervisory findings regarding application of the Market Abuse Regulation, Market sounding procedures (pdf)
- Market newsletter 3/2016 Issuers need a LEI identifier to disclose managers’ transactions, Contacts to FIN-FSA regarding MAR, Definition of a closely associated person to change, New procedures concerning market sounding enter into force on 3 July 2016, Market Abuse Regulation changes the disclosure process (pdf)
- Market newsletter 2/2016 Market Abuse Regulation also applies to the issuer of a listed bond, Information on regulation relating to MAR and on notification of transactions by entities in which managers exercise influence, MAR website is now open (pdf)
- Market newsletter 1/2016 Procedures relating to the notification of managers' transactions (pdf)
- Market newsletter 3/2015 Procedures relating to application of the Market Abuse Regulation (pdf)
- Market newsletter 2/2015 The definition of persons closely associated with persons discharging managerial responsibilities (pdf)
- Market newsletter 1/2015 Key changes in the Market Abuse Regulation (pdf)
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1 The definition of a financial instrument according to MiFID I will be applied until application of MiFID II begins.