ESMA Seeks Input to Streamline and Simplify Its Market Abuse Guidelines

Why It Matters

The changes reduce administrative burdens for issuers while safeguarding market transparency, influencing compliance costs and investor confidence across EU capital markets.

Key Takeaways

• Guidelines align with Listing Act disclosure regime
• Issuers can delay info on protracted processes
• Public authority non‑disclosure requests now recognized
• No‑misleading condition removed; new consistency rule added
• Stakeholder feedback due by 29 April 2026

Pulse Analysis

The European Securities and Markets Authority (ESMA) is once again shaping the EU’s market‑abuse framework, this time by revising the guidelines that govern delayed disclosure of inside information. The move follows the recent Listing Act, which overhauled the disclosure regime to reduce administrative friction for listed companies. By aligning the Market Abuse Regulation (MAR) guidelines with the Act, ESMA aims to create a more coherent legal landscape, easing the burden on issuers while preserving the core objective of market integrity. This consultation reflects a broader regulatory trend toward simplification and proportionality.

The proposed amendments introduce several concrete changes. From June 2026, issuers will no longer be obliged to publish inside information immediately when it relates to lengthy, protracted processes, removing the current “legitimate interest” carve‑out. New legitimate‑interest grounds will include public‑authority requests for non‑disclosure, the need for additional time to gather accurate data, and participation in multiple similar procurement procedures. Additionally, ESMA plans to drop the “no misleading the public” condition, which the Listing Act already eliminated, and replace it with a rule that any delayed disclosure must not contradict the issuer’s latest public announcement on the same matter.

Stakeholders have until 29 April 2026 to comment, after which ESMA will incorporate feedback and issue a final report in Q4 2026. For listed companies, the streamlined guidelines promise reduced reporting overhead and clearer compliance pathways, potentially lowering legal costs and accelerating decision‑making in complex transactions. Investors, however, will rely on the new consistency check to ensure that delayed disclosures do not create information asymmetries. Overall, the revision signals a calibrated approach: preserving market transparency while acknowledging the practical realities of corporate disclosure schedules.

ESMA seeks input to streamline and simplify its market abuse guidelines

ESMA seeks input to streamline and simplify its market abuse guidelines 19 February 2026

Market Abuse

Market Integrity

The European Securities and Markets Authority (ESMA), the EU’s financial markets regulator and supervisor, has launched a consultation proposing amendments to its Market Abuse Regulation (MAR) guidelines on the delay in the disclosure of inside information.

The proposals align the guidelines with the disclosure regime as amended by the Listing Act, ensuring issuers face fewer administrative burdens while benefiting from clearer requirements.  

From June 2026, issuers will no longer be required to immediately disclose inside information related to protracted processes before their completion. As a result, ESMA is proposing to remove from the current guidelines the legitimate interests for delayed disclosure connected to such protracted processes.

It also identifies additional legitimate interest for delaying disclosure, including situations where a public authority requests non-disclosure of inside information, where the issuer requires more time to collect information, or where the issuer is involved in several procurement processes for similar contracts.

ESMA proposes to eliminate the section about the “no misleading the public” condition, as the Listing Act removed it from MAR.  Instead, the Listing Act requires that a delayed disclosure must not contradict the issuer’s latest public announcement on the same matter.

Next steps

All interested stakeholders are invited to respond to this Consultation Paper by 29 April 2026. Based on the responses received, ESMA will publish a final report in Q4 2026.

Further information:

Cristina Bonillo

Senior Communications Officer

[email protected]

19/02/2026

ESMA74-268544963-1567

Consultation paper on MAR Guidelines on delay in the disclosure of inside information

Consultation on MAR Guidelines on delay in the disclosure of inside information