ESMA finalises the review of guidelines on the delay in disclosure of inside information

Under MAR, issuers are required to disclose as soon as possible the inside information concerning them, to ensure that investors are informed and to prevent insider dealing. In specific circumstances, issuers may delay public disclosure to avoid prejudicing their legitimate interests. 

These guidelines help issuers in their decision to delay disclosure by providing a non-exhaustive list of legitimate interests that could justify such delay. Following a public consultation, ESMA has identified five additional legitimate interests for delaying disclosures, covering the following situations:

• where the issuer is requested not to disclose information by a public authority;
• where the issuer needs to collect additional information to enable a correct assessment of inside information by market participants;
• where the issuer may risk the loss of a business opportunity following the disclosure of sensitive commercial information;
• where the appointment of a member of the issuer’s governing body or a manager holding a key position could be jeopardised;
• where the disclosure of inside information concerning companies within the same group could cause a direct prejudice to the issuer and undermine the effectiveness of the delay applied by other company.

Since June 2026, issuers are no longer required to immediately disclose inside information related to protracted processes before their completion. As a result, and in line with its simplification and burden reduction objectives, ESMA has removed from the current guidelines the legitimate interests for delayed disclosure connected to these processes.

Next steps

The revised guidelines will become applicable from the date of their publication on ESMA’s website in the 24 official languages of the European Union.

Further information:

Cristina Bonillo Olivares

Senior Communications Officer
press@esma.europa.eu