The European Union (hereinafter referred to as ‘EU’) Listing Act has introduced changes to the EU market-abuse framework, such as how issuers handle inside information, managers’ trading and signs of market manipulation. In a circular dated 15 September 2026, the Malta Financial Services Authority (hereinafter referred to as ‘MFSA’) drew attention to two delegated regulations that give practical effect to those changes. These are Commission Delegated Regulations (EU) 2026/789 and 2026/788.
Under the Market Abuse Regulation (hereinafter referred to as ‘MAR’), an issuer must generally disclose inside information to the public as soon as possible. This can be difficult in practice where a transaction or corporate decision develops over time. An acquisition, for example, may begin with preliminary discussions, move through negotiations and due diligence, and conclude with a binding agreement. This leads issuers to face difficult questions about whether, and at what stage, a developing matter should be announced.
Regulation 2026/789 is intended to provide greater clarity. It contains a non-exhaustive list of protracted processes and identifies the final event or circumstance that will generally be relevant for disclosure purposes. Importantly, the precise obligation still depends on whether the information about the final event qualifies as inside information.
Furthermore, the position of intermediate steps also remains important. An intermediate step may itself amount to inside information, even where it is not yet the final event identified for public disclosure in a protracted process. Anyone who possesses that information remains subject to the MAR prohibition on insider dealing and unlawful disclosure. Issuers should therefore maintain confidentiality, update insider lists where required and keep the development under review until the relevant disclosure point is reached.
A separate question arises once an obligation to disclose inside information has already arisen. MAR allows an issuer to delay an announcement only if the applicable conditions are met. In particular, immediate disclosure must be likely to prejudice the issuer’s legitimate interests, the information to be delayed must not be in contrast with its latest public announcement or other communication on the same matter, and the issuer must be able to maintain confidentiality.
Regulation 2026/789 helps issuers assess whether a delay would conflict with what they have previously communicated. Examples include a material change to publicly announced financial forecasts, an inability to meet an announced project deadline, or a significant change to a previously announced deal.
Additionally, this assessment should not be limited to formal company announcements. Relevant communications may also include statements on the issuer’s website or social media, public interviews by its representatives, webinars, podcasts and statements made at shareholders’ meetings. The practical question is whether postponing the new information would leave the public with a materially inconsistent account of the same matter.
Regulation 2026/788 also updates the rules on trading during closed periods. Persons discharging managerial responsibilities (hereinafter referred to as ‘PDMRs’), who may include directors and senior decision-makers, are generally prohibited from trading during the 30 calendar days before the announcement of certain financial reports.
However, there are limited exceptions. One such exception concerns an immediate sale in exceptional circumstances where the sale is the only reasonable alternative to obtain necessary financing, following a reasoned written request and with the issuer’s prior permission. In addition, Regulation 2026/788 also extends the procedure so that it expressly covers financial instruments other than shares, rather than shares alone. One must importantly note, however, that this amendment does not create a general exemption from the closed period restriction.
Regulation 2026/788 also updates the indicators used by market participants and competent authorities when assessing potentially manipulative activity. A key change is that suspicious conduct need not be assessed only within a single trading day or trading session. Depending on the liquidity and characteristics of the instrument, conduct may be assessed over a shorter or longer period.
The amendments also clarify that assessments may take account of significant changes in trading volume as well as price, existing positions and potential positions arising through pending orders, transactions or orders by persons with significant exposure to a price movement including exposure arising through margin calls or debt covenants, position reversals affecting notional volumes or financial risk, and full or partial price reversals.
The regulation additionally designates certain trading venues as having a significant cross-border dimension for market-abuse supervision in relation to shares. The competent authorities responsible for supervising those venues must establish arrangements for the ongoing exchange of relevant order data. This helps regulators piece together trading activity that takes place in more than one Member State.
In conclusion, the new rules call for clearer processes. Issuers should be able to identify the relevant disclosure point in a developing process, assess whether delayed disclosure remains consistent with earlier public communications, and ensure that any closed-period dealing requests are genuinely exceptional. Investment services providers, meanwhile, should confirm that their surveillance arrangements can identify suspicious activity across different timeframes, instruments and trading venues.
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Author: Alesea Azzopardi Spiteri