On 26 May 2026, the European Securities and Markets Authority (ESMA) published advice from its Securities and Markets Stakeholder Group (SMSG) on the consultation paper regarding guidelines on the delay of disclosure of inside information under the Market Abuse Regulation (MAR). The advice addresses the conditions under which issuers may legitimately delay public disclosure of inside information to protect their legitimate interests, and aims to clarify the regulatory framework for market participants.
The SMSG advice responds to ESMA's consultation paper, which sought stakeholder input on proposed guidelines to harmonise the application of MAR provisions on delaying disclosure. The guidelines are intended to reduce legal uncertainty for issuers and ensure consistent supervisory practices across EU member states. The SMSG, composed of market participants, consumer representatives, and academics, provides a non-binding opinion that reflects industry and civil society perspectives.
Key recommendations in the SMSG advice include calls for clearer criteria on what constitutes a legitimate interest for delay, such as ongoing negotiations or financial stability concerns, and for more explicit guidance on the documentation requirements that issuers must maintain when delaying disclosure. The SMSG also emphasises the need for proportionality, particularly for smaller issuers that may face disproportionate administrative burdens.
The advice highlights a trade-off between investor protection and issuer flexibility. Stricter guidelines could enhance market transparency and reduce information asymmetry, benefiting investors and market integrity. However, overly prescriptive rules may impose compliance costs on issuers, especially small and medium-sized enterprises, and could hinder their ability to manage sensitive corporate developments without premature public disclosure.
Stakeholders likely to be impacted include EU issuers, particularly SMEs, which may face higher compliance costs under more detailed documentation requirements. Investors and market analysts stand to benefit from increased transparency and reduced risk of selective disclosure. National competent authorities may need to adjust supervisory practices to align with the final guidelines. Legal and compliance professionals will also be affected as they advise clients on the new requirements.
The SMSG advice is part of ESMA's ongoing effort to finalise the MAR guidelines. ESMA will consider the feedback before adopting the final guidelines, which are expected to be published later in 2026. The European Commission and the European Parliament may also take note of the advice in any future review of MAR.