Delayed disclosure of inside information refers to the right of issuers or participants in emission allowance markets to withhold inside information on legitimate grounds. Inside information is precise material information that, if made public, could significantly impact the prices of associated financial instruments. 

Legislation regarding delayed disclosure 

Under Article 17 of the Market Abuse Regulation (MAR), delayed disclosure is allowed when: 

  • Public release of the inside information is likely to undermine the issuer’s legitimate interests, such as compromising an ongoing negotiation 
  • Confidentiality of the information is ensured 
  • The public is unlikely to be misled by the delay 

MAR Article 18 highlights the importance of notifying those with access to the inside information being delayed of their responsibilities and the necessity to create insider lists. 

Procedure for delaying disclosure 

Here is the proper procedure for delaying the disclosure of inside information under MAR: 

Ensure you meet the requirements 

An issuer must verify that they meet the requirements for delaying inside information, as stated above. They must also closely monitor the process to ensure continuous compliance at every step. 

Document your decision 

The decision to delay disclosure must be written down, detailing the circumstances that led to it. It should prove that the conditions to delay are met, mentioning the date and time of making the decision. These records must be kept electronically and made available to the authorities when needed. 

Create an insider list 

An insider list is a record of all individuals with access to undisclosed company information. The issuer must note the names and contact details of the insiders, along with their reasons for being included, and the date and time of creating the list. 

Inform all insiders 

All insiders must be informed of their legal duties to keep the information confidential until its scheduled disclosure. Any unlawful disclosure or misuse of this information for personal gain is punishable under MAR. 

Declare the delay after disclosure 

Once any of the conditions above are no longer met or the information becomes public, the issuer must inform the national competent authority immediately. To promote transparency, they must declare the delay of disclosure and the circumstances surrounding the decision.