Market Abuse Regulation - Financial Conduct Authority

Market Abuse Regulation (MAR)

Published: 06/05/2015     Last Modified: Yesterday
MAR will strengthen the existing UK market abuse framework by extending its scope to new markets, new platforms and new behaviours. It contains prohibitions for insider dealing and market manipulation, and provisions to prevent and detect these. It will apply from 3 July 2016.

What is the objective of MAR?

MAR seeks to increase market integrity and investor protection, while ensuring a single rulebook and level playing field across the EU; increasing the attractiveness of securities markets for capital raising.

What does MAR apply to?

The prohibitions of insider dealing and unlawful disclosure of inside information, and market manipulation, apply to:

  1. Financial instruments admitted to trading on a regulated market or for which a request for admission to trading on a regulated market has been made.
  2. Financial instruments traded on a multilateral trading facility (MTF), admitted to trading on an MTF, or for which a request for admission to trading on an MTF has been made.
  3. Financial instruments traded on an organised trading facility (OTF).
  4. Financial instruments not covered by point (a), (b) or (c), the price or value of which depends on or has an effect on the price or value of a financial instrument referred to in those points, including, but not limited to, credit default swaps and contracts for difference.

Financial instruments are defined in Annex 1 of MiFID II.

MAR also applies to emission allowances and emission allowance market participants (EAMPs), and spot commodities are in scope in certain situations.

What are the key requirements?

Inside information and disclosure: the definition of inside information is broadly unchanged, but has been widened to capture inside information for spot commodity contracts. The obligation to disclose inside information has been extended to some EAMPs. Issuers and EAMPs must notify the regulator after delaying disclosure of inside information, and financial institutions must seek consent from the regulator prior to delaying disclosure due to financial stability concerns.

Insider dealing and unlawful disclosure: it is clarified that the use of inside information to amend or cancel an order shall be considered to be insider dealing. It is also clarified that recommending or inducing another person to transact on the basis of inside information amounts to unlawful disclosure of inside information.

Market manipulation: the manipulation offence has been extended to capture attempted manipulation. Benchmarks, and in some situations spot commodities, are now in scope of the manipulation offence. Examples of behaviours and activities that shall be considered as market manipulation are set out e.g. acting in collaboration to secure a dominant position over the supply or demand of a financial instrument, and certain algorithmic trading strategies which disrupt the functioning of a trading venue.

Market soundings: introduces a framework for persons to make legitimate disclosures of inside information in the course of market soundings.

Buy-back programmes and stabilisation measures: makes revisions to the existing framework for conducting buy-back programmes and stabilisation measures.

Accepted market practices (AMPs): continues to permit regulators to establish an accepted market practice which is subject to certain criteria and conditions.

Insider lists: places an obligation on issuers and EAMPs to draw-up and maintain a list of all those persons working for them that have access to inside information. Issuers on SME growth markets will only be required to draw up a list when it is requested by the regulator.

Suspicious transaction and order reports (STORs): extends the existing obligation to report suspicious transaction reports, to include suspicious orders too. Trading venues are also caught by the obligation to submit STORs.

Read more about our expectations regarding the STOR regime.

Managers’ transactions: persons discharging managerial responsibilities within issuers (PDMRs), and persons closely associated with them, must notify the issuer and the regulator of  relevant personal transactions they undertake in the issuer’s financial instruments. The issuer in turn must make that information public within three business days.

Investment recommendations: continues to require persons producing or disseminating investment recommendations to ensure information is objectively presented, and to disclose any conflicts of interest.

Whistleblowing: places requirements on regulators and firms to be able to receive whistleblowing notifications.

What is the timetable?

Date Milestone
3 February 2015 ESMA provided technical advice to the Commission on delegated acts and implementing acts (level 2)
28 September 2015 ESMA submitted draft technical standards to the Commission (level 2)
3 July 2016 MAR and level 2 texts will apply
3 January 2017* MAR provisions that are dependent on MiFID II will apply

*The Commission has proposed a delay of the MiFID II application date to 3 January 2018 and this is now being actively considered by co-legislators.