MAR — Market Abuse Regulation

The Market Abuse Regulation (MAR) (Regulation (EU) No 596/2014) is the central EU regulatory framework for combating market abuse in financial markets. It prohibits insider dealing, the unlawful disclosure of inside information, and market manipulation, establishing a uniform legal regime that applies directly in all Member States.

The MAR replaces the previous Market Abuse Directive (MAD, Directive 2003/6/EC) and its implementing directives. As a regulation, it applies directly without national transposition, ensuring full harmonisation of market abuse rules across the EU. This eliminates regulatory arbitrage and loopholes between Member States.

The scope of the MAR goes significantly beyond that of the MAD: it covers not only financial instruments traded on regulated markets but also those on multilateral trading facilities (MTFs), organised trading facilities (OTFs), as well as emission allowances and related auctioned products. The MAR also contains rules on managers' transactions, insider lists, and the delay of disclosure of inside information.

On 20 October 2011, the European Commission presented the proposal for a new Market Abuse Regulation to replace the MAD of 2003, which was considered insufficient, with a more modern and comprehensive framework. In parallel, a proposal for a Directive on criminal sanctions for market abuse (CSMAD, Directive 2014/57/EU) was presented. The MAR was adopted on 16 April 2014, published in the Official Journal on 12 June 2014, entered into force on 2 July 2014, and has applied since 3 July 2016.

In November 2024, the Listing Act (Regulation (EU) 2024/2809) was published, introducing targeted amendments to the MAR. Most of these amendments have applied since entry into force on 4 December 2024 — including the increase of the notification threshold for transactions by persons discharging managerial responsibilities (PDMRs) from EUR 5,000 to EUR 20,000. Only the amendments on the disclosure of inside information in protracted processes (Art. 17 MAR) apply from 5 June 2026; these simplify ad hoc disclosure obligations and reduce administrative burdens, particularly for SMEs. Further amendments relating to the European Single Access Point (ESAP) apply from 10 January 2028.

The MAR applies to a broad spectrum of financial instruments and market participants:

• Financial instruments: All instruments traded on or admitted to trading on regulated markets, MTFs, or OTFs in the EU, as well as instruments whose price or value depends on such instruments.
• Emission allowances: EU emission allowances traded on auction platforms and related derivatives.
• Issuers: Companies whose financial instruments are traded on EU trading venues are subject to disclosure obligations for inside information.
• Persons: Any person engaging in insider dealing, unlawfully disclosing inside information, or committing market manipulation — regardless of whether they are professionally active in financial markets.
• Persons discharging managerial responsibilities (PDMRs): Senior executives of issuers and persons closely associated with them are subject to special notification obligations and trading restrictions.

• Prohibition of insider dealing: Persons in possession of inside information must not use it to acquire or dispose of financial instruments, nor may they make recommendations to third parties on that basis.
• Ad hoc disclosure: Issuers must disclose inside information that directly concerns them as soon as possible; delay is permitted only under strict conditions.
• Prohibition of market manipulation: Prohibited are misleading transactions, the dissemination of false or misleading information, and actions that artificially affect the price of financial instruments.
• Insider lists: Issuers and persons acting on their behalf must maintain lists of all persons with access to inside information and provide them to authorities upon request.
• Managers' transactions (PDMR notifications): Senior executives and closely associated persons must notify transactions above a threshold of EUR 5,000 (or EUR 20,000 after the Listing Act) within three business days.
• Closed periods: Senior executives may not conduct transactions on their own account during the 30 calendar days before publication of annual or half-yearly reports.
• Whistleblowing: Member States must establish effective mechanisms for reporting breaches of the MAR, including the protection of whistleblowers.

The entry assigns the PDMR notification threshold increase (from EUR 5,000 to EUR 20,000, Art. 19 MAR) to the 5 June 2026 application date. In fact this change — like most Listing Act (Reg (EU) 2024/2809) MAR amendments — applied from entry into force on 4 December 2024. Only the Art. 17 provisions on disclosure of inside information in protracted processes apply from 5 June 2026.