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    On 16 October 2026, the European Securities and Markets Authority (ESMA) completed its review of the MAR guidelines on delaying the disclosure of inside information. The revised guidelines provide additional clarity on when issuers may have a legitimate interest in delaying public disclosure of inside information.

     

     

    Key Highlights

    • ESMA has added five circumstances that may constitute legitimate interests for delaying disclosure of inside information under MAR.
    • Delayed disclosure does not change the need for strong insider risk management.
    • A longer period before disclosure can extend the period of active oversight as access to inside information changes.
    • Connected data and controls provide a more complete view of insider risk across insider lists, wall crossings, employee trading restrictions and surveillance.

    What Changed in ESMA's Guidelines?

    Under MAR, issuers are generally required to disclose inside information as soon as possible. Disclosure can be delayed in certain circumstances where immediate publication could prejudice an issuer’s legitimate interests. The October update sets out additional circumstances where those interests may apply.

    Following consultation, ESMA added five circumstances that may constitute legitimate interests for delaying disclosure of inside information:

      • A public authority requests that information not be disclosed.
      • Additional information is needed to enable market participants to correctly assess the inside information.
      • Disclosure of sensitive commercial information could result in the loss of a business opportunity.
      • Disclosure could jeopardize the appointment of a member of the issuer's governing body or a manager in a key position.
      • Disclosure of inside information concerning another company within the same group could directly prejudice the issuer and undermine the effectiveness of a disclosure delay applied by the other company.

    The five additional circumstances broaden ESMA's guidance on when an issuer's legitimate interests may support delayed disclosure.

    What Delayed Disclosure Means for Managing Inside Information

    The updated guidelines broaden the circumstances in which delayed disclosure may be justified. They do not change the need for strong insider risk management.

    During the period after information has been identified as inside information but before it has been publicly disclosed, access can continue to change. Employees may be wall crossed, added to a deal or given access to sensitive information as circumstances develop. Others may no longer require access.

    A longer period before disclosure can mean a longer period of active oversight. Insider lists, restricted lists, wall crossings and employee trading restrictions need to reflect changes in access throughout that period.

    For more on these requirements, read Insider List and Information Management Under MAR and MNPI Remains a High Risk Area for Compliance.

    Maintaining Oversight as Access Changes

    Inside information rarely remains with the same group of people from identification through disclosure. Transactions progress, teams change and additional employees may need access. The longer information remains undisclosed, the more opportunity there is for the population of insiders and the restrictions that apply to change.

    Maintaining oversight depends on having a current view of access across the organization. Changes to insider lists, wall crossings and restricted lists need to be reflected across connected controls so that compliance teams can see not only who currently has access, but how that access has changed over time.

    MCO’s Global Compliance Outlook, based on research conducted by The Harris Poll on behalf of MCO, found that financial services organizations use an average of 13.8 compliance systems, spanning vendor platforms, in-house technology and manual processes. The number of systems itself is not necessarily the issue. The question is whether information across those systems provides a complete view of risk.

    Fragmented systems and processes can reduce visibility across the compliance program and make it harder to apply controls consistently. For insider risk management, connecting information across insider lists, employee trading and surveillance gives compliance a more comprehensive view of access, activity and restrictions as circumstances change.

    Read the white paper Closing the Gaps in Trade Compliance: Connecting Personal Account Dealing, Insider Risk and Surveillance

    How MCO Helps Firms Manage Inside Information and Insider Risk

    MCO helps financial services firms manage insider risk by connecting insider and MNPI management with employee trading and trade surveillance, bringing information about access, restrictions and trading activity together across compliance processes.

    • MCO's Insider and MNPI Management solution enables firms to track access to inside information, maintain insider lists, manage wall crossings and restricted lists, and retain a complete history as access changes.

    • Personal Trade Manager connects employee trading activity with insider information and restrictions, helping firms identify potential conflicts and trading activity involving employees with access to sensitive information.

    • Trade Surveillance brings insider access, restrictions and trade data together to identify potential insider trading and market abuse.

    Together, these capabilities connect insider information, employee activity and trading data to provide a more complete view of insider risk as access changes and throughout the period before disclosure.

    Ready to learn more? Request a demo today to see how MCO can help your firm manage inside information and insider risk.

    Frequently Asked Questions

    ESMA added five circumstances that may constitute legitimate interests for delaying the disclosure of inside information, providing issuers with additional guidance on when delayed disclosure may be appropriate. 

    Under MAR, disclosure can be delayed in certain circumstances where immediate publication could prejudice an issuer's legitimate interests. ESMA's revised guidelines provide additional guidance on circumstances that may constitute a legitimate interest.

    No. Delaying disclosure does not change the underlying requirements for managing inside information. Access, insider lists and restrictions continue to require oversight until the information is publicly disclosed.

    A longer period before public disclosure can extend the period during which access to inside information needs to be monitored. The individuals with access and the restrictions that apply can also change during that time.

    Relevant controls can include insider lists, wall crossings, restricted lists and employee trading restrictions. These controls provide a record of who has access to inside information and the restrictions associated with that access.

     

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