Market Abuse Regulation

Topic Guides

The Market Abuse Regulation came into effect in July 2016, replacing the market abuse regime that existed, the now repealed Market Abuse Directive. This Topic Guide will assist you in navigating through both the primary legislation and the supporting rules. Our Topic Guide also allows you access to briefing notes and other supporting materials prepared by Clifford Chance's team of market abuse experts.

Inside this Topic Guide

Topic overview and current status

EU MAR

An EU wide framework for tackling market abuse and market manipulation was first introduced in 2005. Since then the financial markets have seen the creation of new forms of financial instruments and the emergence of new trading platforms and venues. Coupled with a poor track record for the prevention and enforcement of market abuse in some member states, in 2011 the European Commission began consultation on a proposal for a Regulation on insider dealing and market manipulation (MAR) and a Directive on criminal sanctions for insider dealing and market manipulation (CSMAD) to update and strengthen the market abuse framework established back in 2005. The new regime introduced by MAR and CSMAD came into effect on 3 July 2016.

The key changes introduced by MAR include:

extending the market abuse regime to apply not only to financial instruments admitted to trading on a regulated market but to financial instruments on other trading platforms such as multilateral trading facilities and organised trading facilities and related financial instruments;
extending the market abuse rules to cover EU emissions allowances;
bringing the manipulation of benchmarks expressly within the market manipulation offence;
the introduction of a new offence of attempted market manipulation;
the introduction of a specific format for insider lists;
a new requirement to notify the regulator on announcement of inside information where the issuer has delayed the announcement of that information;
the introduction of a specific regime for the disclosure of inside information in the course of market soundings; and
the extension of the Suspicious Transaction Reporting (STR) regime to cover suspicious orders.

Status:

MAR and CSMAD were published in the Official Journal of the European Union on 12 June 2014.

Delegated Acts under MAR have been made and are in force.

On request from the Commission as part of its review of MAR, ESMA provided technical advice in a final report published on 24 September 2020. The report sets out targeted legislative amendments and other recommendations, which are expected to feed into the Commission's review.

On 7 December 2022, the European Commission published draft EU Listing Act proposals intended to simplify company listings and capital raises. One of the measures comprising the EU Listing Act is a proposed Listing Act Regulation that sets out, among other things, targeted amendments to EU MAR covering areas such as market soundings and disclosure by an issuer of shares of inside information. Implementation is anticipated in 2024/5 or later. See our December 2022 briefing on the EU Listing Act proposals for more information.

Implementation:

3 July 2016 national transposition deadline for CSMAD.

3 July 2016 MAR applies.

UK FCA made final rules in April 2016 in PS 16/13 including amendments to FCA Handbook.

UK statutory instrument on MAR implementation came into effect on 3 July 2016.

UK Market Abuse Regime

The UK market abuse regime is split broadly into:

a civil regime under the UK version of the Market Abuse Regulation (UK MAR), which was onshored into UK law at the end of the Brexit transition period on 31 December 2020; and
a criminal regime under Part V of the Criminal Justice Act 1993 and Part VII of the Financial Services Act 2012.

The substantive provisions of UK MAR remain very similar to those of EU MAR. However, there are some differences (in addition to the different jurisdictional scope of the regimes) arising from onshoring changes made under the European Union (Withdrawal) Act 2018. Further, UK MAR will eventually be repealed and replaced under the framework established in the Financial Services and Markets Act 2023.

Clifford Chance contacts

Maria Luisa Alonso (Madrid)	Carlos Conceicao (London)
Chris Bates (London)	Richard Crosby (London)
Hans Beerlage (Amsterdam)	Caroline Dawson (London)
Marc Benzler (Frankfurt)	Dorian Drew (London)
Anna Biala (Warsaw)	Steven Fox (London)
Lucio Bonavitacola (Milan)	Oliver Pegden (London)