Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC Text with EEA relevance
Modified by
- Regulation (EU) 2016/1011 of the European Parliament and of the Councilof 8 June 2016on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014(Text with EEA relevance), 32016R1011, June 29, 2016
- Regulation (EU) 2016/1033 of the European Parliament and of the Councilof 23 June 2016amending Regulation (EU) No 600/2014 on markets in financial instruments, Regulation (EU) No 596/2014 on market abuse and Regulation (EU) No 909/2014 on improving securities settlement in the European Union and on central securities depositories(Text with EEA relevance), 32016R1033, June 30, 2016
Corrected by
- Corrigendum to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, 32014R0596R(03), October 21, 2016
(a) financial instruments admitted to trading on a regulated market or for which a request for admission to trading on a regulated market has been made; (b) financial instruments traded on an MTF, admitted to trading on an MTF or for which a request for admission to trading on an MTF has been made; (c) financial instruments traded on an OTF; (d) financial instruments not covered by point (a), (b) or (c), the price or value of which depends on or has an effect on the price or value of a financial instrument referred to in those points, including, but not limited to, credit default swaps and contracts for difference.
(a) spot commodity contracts, which are not wholesale energy products, where the transaction, order or behaviour has or is likely or intended to have an effect on the price or value of a financial instrument referred to in paragraph 1; (b) types of financial instruments, including derivative contracts or derivative instruments for the transfer of credit risk, where the transaction, order, bid or behaviour has or is likely to have an effect on the price or value of a spot commodity contract where the price or value depends on the price or value of those financial instruments; and (c) behaviour in relation to benchmarks.
(1) "financial instrument" means a financial instrument as defined in point (15) of Article 4(1) of Directive 2014/65/EU; (2) "investment firm" means an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU; (3) "credit institution" means a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1 ).(4) "financial institution" means a financial institution as defined in point (26) of Article 4(1) of Regulation (EU) No 575/2013; (5) "market operator" means a market operator as defined in point (18) of Article 4(1) of Directive 2014/65/EU; (6) "regulated market" means a regulated market as defined in point (21) of Article 4(1) of Directive 2014/65/EU; (7) "multilateral trading facility" or "MTF" means a multilateral system as defined in point (22) of Article 4(1) of Directive 2014/65/EU; (8) "organised trading facility" or "OTF" means a system or facility in the Union as defined in point (23) of Article 4(1) of Directive 2014/65/EU; (9) "accepted market practice" means a specific market practice that is accepted by a competent authority in accordance with Article 13; (10) "trading venue" means a trading venue as defined in point (24) of Article 4(1) of Directive 2014/65/EU; (11) "SME growth market" means SME growth market as defined in point (12) of Article 4(1) of Directive 2014/65/EU; (12) "competent authority" means an authority designated in accordance with Article 22, unless otherwise specified in this Regulation; (13) "person" means a natural or legal person; (14) "commodity" means a commodity as defined in point (1) of Article 2 of Commission Regulation (EC) No 1287/2006 Commission Regulation (EC) No 1287/2006 of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards record-keeping obligations for investment firms, transaction reporting, market transparency, admission of financial instruments to trading, and defined terms for the purposes of that Directive (OJ L 241, 2.9.2006, p. 1 ).(15) "spot commodity contract" means a contract for the supply of a commodity traded on a spot market which is promptly delivered when the transaction is settled, and a contract for the supply of a commodity that is not a financial instrument, including a physically settled forward contract; (16) "spot market" means a commodity market in which commodities are sold for cash and promptly delivered when the transaction is settled, and other non-financial markets, such as forward markets for commodities; (17) "buy-back programme" means trading in own shares in accordance with Articles 21 to 27 of Directive 2012/30/EU of the European Parliament and of the Council Directive 2012/30/EU of the European Parliament and of the Council of 25 October 2012 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent (OJ L 315, 14.11.2012, p. 74 ).(18) "algorithmic trading" means algorithmic trading as defined in point (39) of Article 4(1) of Directive 2014/65/EU; (19) "emission allowance" means emission allowance as described in point (11) of Section C of Annex I to Directive 2014/65/EU; (20) "emission allowance market participant" means any person who enters into transactions, including the placing of orders to trade, in emission allowances, auctioned products based thereon, or derivatives thereof and who does not benefit from an exemption pursuant to the second subparagraph of Article 17(2); (21) "issuer" means a legal entity governed by private or public law, which issues or proposes to issue financial instruments, the issuer being, in case of depository receipts representing financial instruments, the issuer of the financial instrument represented; (22) "wholesale energy product" means wholesale energy product as defined in point (4) of Article 2 of Regulation (EU) No 1227/2011; (23) "national regulatory authority" means national regulatory authority as defined in point (10) of Article 2 of Regulation (EU) No 1227/2011; (24) "commodity derivatives" means commodity derivatives as defined in point (30) of Article 2(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 . on markets in financial instruments and amending Regulation (EU) No 648/2012 (see page 84 of this Official Journal).(25) "person discharging managerial responsibilities" means a person within an issuer, an emission allowance market participant or another entity referred to in Article 19(10), who is: (a) a member of the administrative, management or supervisory body of that entity; or (b) a senior executive who is not a member of the bodies referred to in point (a), who has regular access to inside information relating directly or indirectly to that entity and power to take managerial decisions affecting the future developments and business prospects of that entity;
(26) "person closely associated" means: (a) a spouse, or a partner considered to be equivalent to a spouse in accordance with national law; (b) a dependent child, in accordance with national law; (c) a relative who has shared the same household for at least one year on the date of the transaction concerned; or (d) a legal person, trust or partnership, the managerial responsibilities of which are discharged by a person discharging managerial responsibilities or by a person referred to in point (a), (b) or (c), or which is directly or indirectly controlled by such a person, or which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person;
(27) "data traffic records" means records of traffic data as defined in point (b) of the second paragraph of Article 2 of Directive 2002/58/EC of the European Parliament and the Council Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications) (OJ L 201, 31.7.2002, p. 37 ).(28) "person professionally arranging or executing transactions" means a person professionally engaged in the reception and transmission of orders for, or in the execution of transactions in, financial instruments; (29) "benchmark" means any rate, index or figure, made available to the public or published that is periodically or regularly determined by the application of a formula to, or on the basis of the value of one or more underlying assets or prices, including estimated prices, actual or estimated interest rates or other values, or surveys, and by reference to which the amount payable under a financial instrument or the value of a financial instrument is determined; (30) "market maker" means a market maker as defined in point (7) of Article 4(1) of Directive 2014/65/EU; (31) "stake-building" means an acquisition of securities in a company which does not trigger a legal or regulatory obligation to make an announcement of a takeover bid in relation to that company; (32) "disclosing market participant" means a person who falls into any of the categories set out in points (a) to (d) of Article 11(1) or of Article 11(2), and discloses information in the course of a market sounding; (33) "high-frequency trading" means high-frequency algorithmic trading technique as defined in point (40) of Article 4(1) of Directive 2014/65/EU; (34) "information recommending or suggesting an investment strategy" means information: (i) produced by an independent analyst, an investment firm, a credit institution, any other person whose main business is to produce investment recommendations or a natural person working for them under a contract of employment or otherwise, which, directly or indirectly, expresses a particular investment proposal in respect of a financial instrument or an issuer; or (ii) produced by persons other than those referred to in point (i), which directly proposes a particular investment decision in respect of a financial instrument;
(35) "investment recommendations" means information recommending or suggesting an investment strategy, explicitly or implicitly, concerning one or several financial instruments or the issuers, including any opinion as to the present or future value or price of such instruments, intended for distribution channels or for the public.
(a) "securities" means: (i) shares and other securities equivalent to shares; (ii) bonds and other forms of securitised debt; or (iii) securitised debt convertible or exchangeable into shares or into other securities equivalent to shares.
(b) "associated instruments" means the following financial instruments, including those which are not admitted to trading or traded on a trading venue, or for which a request for admission to trading on a trading venue has not been made: (i) contracts or rights to subscribe for, acquire or dispose of securities; (ii) financial derivatives of securities; (iii) where the securities are convertible or exchangeable debt instruments, the securities into which such convertible or exchangeable debt instruments may be converted or exchanged; (iv) instruments which are issued or guaranteed by the issuer or guarantor of the securities and whose market price is likely to materially influence the price of the securities, or vice versa; (v) where the securities are securities equivalent to shares, the shares represented by those securities and any other securities equivalent to those shares;
(c) "significant distribution" means an initial or secondary offer of securities that is distinct from ordinary trading both in terms of the amount in value of the securities to be offered and the selling method to be employed; (d) "stabilisation" means a purchase or offer to purchase securities, or a transaction in associated instruments equivalent thereto, which is undertaken by a credit institution or an investment firm in the context of a significant distribution of such securities exclusively for supporting the market price of those securities for a predetermined period of time, due to a selling pressure in such securities.
(a) the names and identifiers of financial instruments which are the subject of a request for admission to trading, admitted to trading or traded for the first time, on regulated markets, MTFs and OTFs; (b) the dates and times of the requests for admission to trading, of the admissions to trading, or of the first trades; (c) details of the trading venues on which the financial instruments are the subject of a request for admission to trading, admitted to trading or traded for the first time; and (d) the date and time at which the financial instruments cease to be traded or to be admitted to trading.
(a) the content of the notifications referred to in paragraph 1; and (b) the manner and conditions of the compilation, publication and maintenance of the list referred to in paragraph 3.
(a) the full details of the programme are disclosed prior to the start of trading; (b) trades are reported as being part of the buy-back programme to the competent authority of the trading venue in accordance with paragraph 3 and subsequently disclosed to the public; (c) adequate limits with regard to price and volume are complied with; and (d) it is carried out in accordance with the objectives referred to in paragraph 2 and the conditions set out in this Article and in the regulatory technical standards referred to in paragraph 6.
(a) to reduce the capital of an issuer; (b) to meet obligations arising from debt financial instruments that are exchangeable into equity instruments; or (c) to meet obligations arising from share option programmes, or other allocations of shares, to employees or to members of the administrative, management or supervisory bodies of the issuer or of an associate company.
(a) stabilisation is carried out for a limited period; (b) relevant information about the stabilisation is disclosed and notified to the competent authority of the trading venue in accordance with paragraph 5; (c) adequate limits with regard to price are complied with; and (d) such trading complies with the conditions for stabilisation laid down in the regulatory technical standards referred to in paragraph 6.
(a) a Member State; (b) the members of the ESCB; (c) a ministry, agency or special purpose vehicle of one or several Member States, or by a person acting on its behalf; (d) in the case of a Member State that is a federal state, a member making up the federation.
(a) the Union; (b) a special purpose vehicle of one or several Member States; (c) the European Investment Bank; (d) the European Financial Stability Facility; (e) the European Stability Mechanism; (f) an international financial institution established by two or more Member States which has the purpose to mobilise funding and provide financial assistance to the benefit of its members that are experiencing or threatened by severe financing problems.
(a) information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments; (b) in relation to commodity derivatives, information of a precise nature, which has not been made public, relating, directly or indirectly to one or more such derivatives or relating directly to the related spot commodity contract, and which, if it were made public, would be likely to have a significant effect on the prices of such derivatives or related spot commodity contracts, and where this is information which is reasonably expected to be disclosed or is required to be disclosed in accordance with legal or regulatory provisions at the Union or national level, market rules, contract, practice or custom, on the relevant commodity derivatives markets or spot markets; (c) in relation to emission allowances or auctioned products based thereon, information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more such instruments, and which, if it were made public, would be likely to have a significant effect on the prices of such instruments or on the prices of related derivative financial instruments; (d) for persons charged with the execution of orders concerning financial instruments, it also means information conveyed by a client and relating to the client’s pending orders in financial instruments, which is of a precise nature, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments, the price of related spot commodity contracts, or on the price of related derivative financial instruments.
(a) recommends, on the basis of that information, that another person acquire or dispose of financial instruments to which that information relates, or induces that person to make such an acquisition or disposal, or (b) recommends, on the basis of that information, that another person cancel or amend an order concerning a financial instrument to which that information relates, or induces that person to make such a cancellation or amendment.
(a) being a member of the administrative, management or supervisory bodies of the issuer or emission allowance market participant; (b) having a holding in the capital of the issuer or emission allowance market participant; (c) having access to the information through the exercise of an employment, profession or duties; or (d) being involved in criminal activities.
(a) has established, implemented and maintained adequate and effective internal arrangements and procedures that effectively ensure that neither the natural person who made the decision on its behalf to acquire or dispose of financial instruments to which the information relates, nor another natural person who may have had an influence on that decision, was in possession of the inside information; and (b) has not encouraged, made a recommendation to, induced or otherwise influenced the natural person who, on behalf of the legal person, acquired or disposed of financial instruments to which the information relates.
(a) for the financial instrument to which that information relates, is a market maker or a person authorised to act as a counterparty, and the acquisition or disposal of financial instruments to which that information relates is made legitimately in the normal course of the exercise of its function as a market maker or as a counterparty for that financial instrument; or (b) is authorised to execute orders on behalf of third parties, and the acquisition or disposal of financial instruments to which the order relates, is made to carry out such an order legitimately in the normal course of the exercise of that person’s employment, profession or duties.
(a) that obligation results from an order placed or an agreement concluded before the person concerned possessed inside information; or (b) that transaction is carried out to satisfy a legal or regulatory obligation that arose, before the person concerned possessed inside information.
(a) an issuer; (b) a secondary offeror of a financial instrument, in such quantity or value that the transaction is distinct from ordinary trading and involves a selling method based on the prior assessment of potential interest from potential investors; (c) an emission allowance market participant; or (d) a third party acting on behalf or on the account of a person referred to in point (a), (b) or (c).
(a) the information is necessary to enable the parties entitled to the securities to form an opinion on their willingness to offer their securities: and (b) the willingness of parties entitled to the securities to offer their securities is reasonably required for the decision to make the takeover bid or merger.
(a) obtain the consent of the person receiving the market sounding to receive inside information; (b) inform the person receiving the market sounding that he is prohibited from using that information, or attempting to use that information, by acquiring or disposing of, for his own account or for the account of a third party, directly or indirectly, financial instruments relating to that information; (c) inform the person receiving the market sounding that he is prohibited from using that information, or attempting to use that information, by cancelling or amending an order which has already been placed concerning a financial instrument to which the information relates; and (d) inform the person receiving the market sounding that by agreeing to receive the information he is obliged to keep the information confidential.
(a) the factors that such persons are to take into account when information is disclosed to them as part of a market sounding in order for them to assess whether the information amounts to inside information; (b) the steps that such persons are to take if inside information has been disclosed to them in order to comply with Articles 8 and 10 of this Regulation; and (c) the records that such persons are to maintain in order to demonstrate that they have complied with Articles 8 and 10 of this Regulation.
(a) entering into a transaction, placing an order to trade or any other behaviour which: (i) gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument, a related spot commodity contract or an auctioned product based on emission allowances; or (ii) secures, or is likely to secure, the price of one or several financial instruments, a related spot commodity contract or an auctioned product based on emission allowances at an abnormal or artificial level;
unless the person entering into a transaction, placing an order to trade or engaging in any other behaviour establishes that such transaction, order or behaviour have been carried out for legitimate reasons, and conform with an accepted market practice as established in accordance with Article 13; (b) entering into a transaction, placing an order to trade or any other activity or behaviour which affects or is likely to affect the price of one or several financial instruments, a related spot commodity contract or an auctioned product based on emission allowances, which employs a fictitious device or any other form of deception or contrivance; (c) disseminating information through the media, including the internet, or by any other means, which gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument, a related spot commodity contract or an auctioned product based on emission allowances or secures, or is likely to secure, the price of one or several financial instruments, a related spot commodity contract or an auctioned product based on emission allowances at an abnormal or artificial level, including the dissemination of rumours, where the person who made the dissemination knew, or ought to have known, that the information was false or misleading; (d) transmitting false or misleading information or providing false or misleading inputs in relation to a benchmark where the person who made the transmission or provided the input knew or ought to have known that it was false or misleading, or any other behaviour which manipulates the calculation of a benchmark.
(a) the conduct by a person, or persons acting in collaboration, to secure a dominant position over the supply of or demand for a financial instrument, related spot commodity contracts or auctioned products based on emission allowances which has, or is likely to have, the effect of fixing, directly or indirectly, purchase or sale prices or creates, or is likely to create, other unfair trading conditions; (b) the buying or selling of financial instruments, at the opening or closing of the market, which has or is likely to have the effect of misleading investors acting on the basis of the prices displayed, including the opening or closing prices; (c) the placing of orders to a trading venue, including any cancellation or modification thereof, by any available means of trading, including by electronic means, such as algorithmic and high-frequency trading strategies, and which has one of the effects referred to in paragraph 1(a) or (b), by: (i) disrupting or delaying the functioning of the trading system of the trading venue or being likely to do so; (ii) making it more difficult for other persons to identify genuine orders on the trading system of the trading venue or being likely to do so, including by entering orders which result in the overloading or destabilisation of the order book; or (iii) creating or being likely to create a false or misleading signal about the supply of, or demand for, or price of, a financial instrument, in particular by entering orders to initiate or exacerbate a trend;
(d) the taking advantage of occasional or regular access to the traditional or electronic media by voicing an opinion about a financial instrument, related spot commodity contract or an auctioned product based on emission allowances (or indirectly about its issuer) while having previously taken positions on that financial instrument, a related spot commodity contract or an auctioned product based on emission allowances and profiting subsequently from the impact of the opinions voiced on the price of that instrument, related spot commodity contract or an auctioned product based on emission allowances, without having simultaneously disclosed that conflict of interest to the public in a proper and effective way; (e) the buying or selling on the secondary market of emission allowances or related derivatives prior to the auction held pursuant to Regulation (EU) No 1031/2010 with the effect of fixing the auction clearing price for the auctioned products at an abnormal or artificial level or misleading bidders bidding in the auctions.
(a) whether the market practice provides for a substantial level of transparency to the market; (b) whether the market practice ensures a high degree of safeguards to the operation of market forces and the proper interplay of the forces of supply and demand; (c) whether the market practice has a positive impact on market liquidity and efficiency; (d) whether the market practice takes into account the trading mechanism of the relevant market and enables market participants to react properly and in a timely manner to the new market situation created by that practice; (e) whether the market practice does not create risks for the integrity of, directly or indirectly, related markets, whether regulated or not, in the relevant financial instrument within the Union; (f) the outcome of any investigation of the relevant market practice by any competent authority or by another authority, in particular whether the relevant market practice infringed rules or regulations designed to prevent market abuse, or codes of conduct, irrespective of whether it concerns the relevant market or directly or indirectly related markets within the Union; and (g) the structural characteristics of the relevant market, inter alia, whether it is regulated or not, the types of financial instruments traded and the type of market participants, including the extent of retail-investor participation in the relevant market.
(a) engage or attempt to engage in insider dealing; (b) recommend that another person engage in insider dealing or induce another person to engage in insider dealing; or (c) unlawfully disclose inside information.
(a) appropriate arrangements, systems and procedures for persons to comply with the requirements established in paragraphs 1 and 2; and (b) the notification templates to be used by persons to comply with the requirements established in paragraphs 1 and 2.
(a) immediate disclosure is likely to prejudice the legitimate interests of the issuer or emission allowance market participant; (b) delay of disclosure is not likely to mislead the public; (c) the issuer or emission allowance market participant is able to ensure the confidentiality of that information.
(a) the disclosure of the inside information entails a risk of undermining the financial stability of the issuer and of the financial system; (b) it is in the public interest to delay the disclosure; (c) the confidentiality of that information can be ensured; and (d) the competent authority specified under paragraph 3 has consented to the delay on the basis that the conditions in points (a), (b) and (c) are met.
(a) where the issuer is a credit institution or an investment firm the authority designated in accordance with Article 133(1) of Directive 2013/36/EU of the European Parliament and of the Council Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338 ).(b) in cases other than those referred to in point (a), any other national authority responsible for the supervision of the issuer.
(a) the technical means for appropriate public disclosure of inside information as referred to in paragraphs 1, 2, 8 and 9; and (b) the technical means for delaying the public disclosure of inside information as referred to in paragraphs 4 and 5.
(a) draw up a list of all persons who have access to inside information and who are working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, such as advisers, accountants or credit rating agencies (insider list); (b) promptly update the insider list in accordance with paragraph 4; and (c) provide the insider list to the competent authority as soon as possible upon its request.
(a) the identity of any person having access to inside information; (b) the reason for including that person in the insider list; (c) the date and time at which that person obtained access to inside information; and (d) the date on which the insider list was drawn up.
(a) where there is a change in the reason for including a person already on the insider list; (b) where there is a new person who has access to inside information and needs, therefore, to be added to the insider list; and (c) where a person ceases to have access to inside information.
(a) the issuer takes all reasonable steps to ensure that any person with access to inside information acknowledges the legal and regulatory duties entailed and is aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information; and (b) the issuer is able to provide the competent authority, upon request, with an insider list.
(a) emission allowance market participants in relation to inside information concerning emission allowances that arises in relation to the physical operations of that emission allowance market participant; (b) any auction platform, auctioneer and auction monitor in relation to auctions of emission allowances or other auctioned products based thereon that are held pursuant to Regulation (EU) No 1031/2010.
(a) in respect of issuers, of every transaction conducted on their own account relating to the shares or debt instruments of that issuer or to derivatives or other financial instruments linked thereto; (b) in respect of emission allowance market participants, of every transaction conducted on their own account relating to emission allowances, to auction products based thereon or to derivatives relating thereto.
(a) the financial instrument is a unit or share in a collective investment undertaking in which the exposure to the issuer's shares or debt instruments does not exceed 20 % of the assets held by the collective investment undertaking; (b) the financial instrument provides exposure to a portfolio of assets in which the exposure to the issuer's shares or debt instruments does not exceed 20 % of the portfolio's assets; (c) the financial instrument is a unit or share in a collective investment undertaking or provides exposure to a portfolio of assets and the person discharging managerial responsibilities or person closely associated with such a person does not know, and could not know, the investment composition or exposure of such collective investment undertaking or portfolio of assets in relation to the issuer's shares or debt instruments, and furthermore there is no reason for that person to believe that the issuer's shares or debt instruments exceed the thresholds in point (a) or (b).
(a) have requested or approved admission of their financial instruments to trading on a regulated market; or (b) in the case of an instrument only traded on an MTF or an OTF, have approved trading of their financial instruments on an MTF or an OTF or have requested admission to trading of their financial instruments on an MTF.
(a) the name of the person; (b) the reason for the notification; (c) the name of the relevant issuer or emission allowance market participant; (d) a description and the identifier of the financial instrument; (e) the nature of the transaction(s) (e.g. acquisition or disposal), indicating whether it is linked to the exercise of share option programmes or to the specific examples set out in paragraph 7; (f) the date and place of the transaction(s); and (g) the price and volume of the transaction(s). In the case of a pledge whose terms provide for its value to change, this should be disclosed together with its value at the date of the pledge.
(a) the pledging or lending of financial instruments by or on behalf of a person discharging managerial responsibilities or a person closely associated with such a person, as referred to in paragraph 1; (b) transactions undertaken by persons professionally arranging or executing transactions or by another person on behalf of a person discharging managerial responsibilities or a person closely associated with such a person, as referred to in paragraph 1, including where discretion is exercised; (c) transactions made under a life insurance policy, defined in accordance with Directive 2009/138/EC of the European Parliament and of the Council Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (OJ L 335, 17.12.2009, p. 1 ).(i) the policyholder is a person discharging managerial responsibilities or a person closely associated with such a person, as referred to in paragraph 1, (ii) the investment risk is borne by the policyholder, and (iii) the policyholder has the power or discretion to make investment decisions regarding specific instruments in that life insurance policy or to execute transactions regarding specific instruments for that life insurance policy.
(a) the rules of the trading venue where the issuer’s shares are admitted to trading; or (b) national law.
(a) on a case-by-case basis due to the existence of exceptional circumstances, such as severe financial difficulty, which require the immediate sale of shares; or (b) due to the characteristics of the trading involved for transactions made under, or related to, an employee share or saving scheme, qualification or entitlement of shares, or transactions where the beneficial interest in the relevant security does not change.
(a) the persons concerned, or persons closely associated with them, derive, directly or indirectly, an advantage or profits from the disclosure or the dissemination of the information in question; or (b) the disclosure or the dissemination is made with the intention of misleading the market as to the supply of, demand for, or price of financial instruments.
(a) directly; (b) in collaboration with other authorities or with the market undertakings; (c) under their responsibility by delegation to such authorities or to market undertakings; (d) by application to the competent judicial authorities.
(a) to access any document and data in any form, and to receive or take a copy thereof; (b) to require or demand information from any person, including those who are successively involved in the transmission of orders or conduct of the operations concerned, as well as their principals, and if necessary, to summon and question any such person with a view to obtain information; (c) in relation to commodity derivatives, to request information from market participants on related spot markets according to standardised formats, obtain reports on transactions, and have direct access to traders’ systems; (d) to carry out on-site inspections and investigations at sites other than at the private residences of natural persons; (e) subject to the second subparagraph, to enter the premises of natural and legal persons in order to seize documents and data in any form where a reasonable suspicion exists that documents or data relating to the subject matter of the inspection or investigation may be relevant to prove a case of insider dealing or market manipulation infringing this Regulation; (f) to refer matters for criminal investigation; (g) to require existing recordings of telephone conversations, electronic communications or data traffic records held by investment firms, credit institutions or financial institutions; (h) to require, insofar as permitted by national law, existing data traffic records held by a telecommunications operator, where there is a reasonable suspicion of an infringement and where such records may be relevant to the investigation of an infringement of point (a) or (b) of Article 14 or Article 15; (i) to request the freezing or sequestration of assets, or both; (j) to suspend trading of the financial instrument concerned; (k) to require the temporary cessation of any practice that the competent authority considers contrary to this Regulation; (l) to impose a temporary prohibition on the exercise of professional activity; and (m) to take all necessary measures to ensure that the public is correctly informed, inter alia, by correcting false or misleading disclosed information, including by requiring an issuer or other person who has published or disseminated false or misleading information to publish a corrective statement.
(a) communication of relevant information could adversely affect the security of the Member State addressed, in particular the fight against terrorism and other serious crimes; (b) complying with the request is likely adversely to affect its own investigation, enforcement activities or, where applicable, a criminal investigation; (c) judicial proceedings have already been initiated in respect of the same actions and against the same persons before the authorities of the Member State addressed; or (d) a final judgment has already been delivered in relation to such persons for the same actions in the Member State addressed.
(a) carry out the on-site inspection or investigation itself; (b) allow the competent authority which submitted the request to participate in an on-site inspection or investigation; (c) allow the competent authority which submitted the request to carry out the on-site inspection or investigation itself; (d) appoint auditors or experts to carry out the on-site inspection or investigation; (e) share specific tasks related to supervisory activities with the other competent authorities.
(a) the auction monitor, with regard to auctions of emission allowances or other auctioned products based thereon that are held pursuant to Regulation (EU) No 1031/2010; and (b) competent authorities, registry administrators, including the Central Administrator, and other public bodies charged with the supervision of compliance under Directive 2003/87/EC.
(a) infringements of Articles 14 and 15, Article 16(1) and (2), Article 17(1), (2), (4) and (5), and (8), Article 18(1) to (6), Article 19(1), (2), (3), (5), (6), (7) and (11) and Article 20(1); and (b) failure to cooperate or to comply with an investigation, with an inspection or with a request as referred to in Article 23(2).
(a) an order requiring the person responsible for the infringement to cease the conduct and to desist from a repetition of that conduct; (b) the disgorgement of the profits gained or losses avoided due to the infringement insofar as they can be determined; (c) a public warning which indicates the person responsible for the infringement and the nature of the infringement; (d) withdrawal or suspension of the authorisation of an investment firm; (e) a temporary ban of a person discharging managerial responsibilities within an investment firm or any other natural person, who is held responsible for the infringement, from exercising management functions in investment firms; (f) in the event of repeated infringements of Article 14 or 15, a permanent ban of any person discharging managerial responsibilities within an investment firm or any other natural person who is held responsible for the infringement, from exercising management functions in investment firms; (g) a temporary ban of a person discharging managerial responsibilities within an investment firm or another natural person who is held responsible for the infringement, from dealing on own account; (h) maximum administrative pecuniary sanctions of at least three times the amount of the profits gained or losses avoided because of the infringement, where those can be determined; (i) in respect of a natural person, maximum administrative pecuniary sanctions of at least: (i) for infringements of Articles 14 and 15, EUR 5000000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on2 July 2014 ;(ii) for infringements of Articles 16 and 17, EUR 1000000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on2 July 2014 ; and(iii) for infringements of Articles 18, 19 and 20, EUR 500000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on2 July 2014 ; and
(j) in respect of legal persons, maximum administrative pecuniary sanctions of at least: (i) for infringements of Articles 14 and 15, EUR 15000000 or 15 % of the total annual turnover of the legal person according to the last available accounts approved by the management body, or in the Member States whose currency is not the euro, the corresponding value in the national currency on2 July 2014 ;(ii) for infringements of Articles 16 and 17, EUR 2500000 or 2 % of its total annual turnover according to the last available accounts approved by the management body, or in the Member States whose currency is not the euro, the corresponding value in the national currency on2 July 2014 ; and(iii) for infringements of Articles 18, 19 and 20, EUR 1000000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on2 July 2014 .
(a) the gravity and duration of the infringement; (b) the degree of responsibility of the person responsible for the infringement; (c) the financial strength of the person responsible for the infringement, as indicated, for example, by the total turnover of a legal person or the annual income of a natural person; (d) the importance of the profits gained or losses avoided by the person responsible for the infringement, insofar as they can be determined; (e) the level of cooperation of the person responsible for the infringement with the competent authority, without prejudice to the need to ensure disgorgement of profits gained or losses avoided by that person; (f) previous infringements by the person responsible for the infringement; and (g) measures taken by the person responsible for the infringement to prevent its repetition.
(a) specific procedures for the receipt of reports of infringements and their follow-up, including the establishment of secure communication channels for such reports; (b) within their employment, appropriate protection for persons working under a contract of employment, who report infringements or are accused of infringements, against retaliation, discrimination or other types of unfair treatment at a minimum; and (c) protection of personal data both of the person who reports the infringement and the natural person who allegedly committed the infringement, including protection in relation to preserving the confidentiality of their identity, at all stages of the procedure without prejudice to disclosure of information being required by national law in the context of investigations or subsequent judicial proceedings.
(a) defer publication of the decision until the reasons for that deferral cease to exist; (b) publish the decision on an anonymous basis in accordance with national law where such publication ensures the effective protection of the personal data concerned; (c) not publish the decision in the event that the competent authority is of the opinion that publication in accordance with point (a) or (b) will be insufficient to ensure: (i) that the stability of financial markets is not jeopardised; or (ii) the proportionality of the publication of such decisions with regard to measures which are deemed to be of a minor nature.
(a) the appropriateness of introducing common rules on the need for all Member States to provide for administrative sanctions for insider dealing and market manipulation; (b) whether the definition of inside information is sufficient to cover all information relevant for competent authorities to effectively combat market abuse; (c) the appropriateness of the conditions under which the prohibition on trading is mandated in accordance with Article 19(11) with a view to identifying whether there are any further circumstances under which the prohibition should apply; (d) the possibility of establishing a Union framework for cross-market order book surveillance in relation to market abuse, including recommendations for such a framework; and (e) the scope of the application of the benchmark provisions.
(a) Article 4(2) and (3), which shall apply from 3 January 2018 ; and(b) Article 4(4) and (5), Article 5(6), Article 6(5) and (6), Article 7(5), Article 11(9), (10) and (11), Article 12(5), Article 13(7) and (11), Article 16(5), the third subparagraph of Article 17(2), Article 17(3), (10) and (11), Article 18(9), Article 19(13), (14) and (15), Article 20(3), Article 24(3), Article 25(9), the second, third and fourth subparagraphs of Article 26(2), Article 32(5) and Article 33(5), which shall apply from 2 July 2014 .
(a) the extent to which orders to trade given or transactions undertaken represent a significant proportion of the daily volume of transactions in the relevant financial instrument, related spot commodity contract, or auctioned product based on emission allowances, in particular when those activities lead to a significant change in their prices; (b) the extent to which orders to trade given or transactions undertaken by persons with a significant buying or selling position in a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances, lead to significant changes in the price of that financial instrument, related spot commodity contract, or auctioned product based on emission allowances; (c) whether transactions undertaken lead to no change in beneficial ownership of a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances; (d) the extent to which orders to trade given or transactions undertaken or orders cancelled include position reversals in a short period and represent a significant proportion of the daily volume of transactions in the relevant financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances, and might be associated with significant changes in the price of a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances; (e) the extent to which orders to trade given or transactions undertaken are concentrated within a short time span in the trading session and lead to a price change which is subsequently reversed; (f) the extent to which orders to trade given change the representation of the best bid or offer prices in a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances, or more generally the representation of the order book available to market participants, and are removed before they are executed; and (g) the extent to which orders to trade are given or transactions are undertaken at or around a specific time when reference prices, settlement prices and valuations are calculated and lead to price changes which have an effect on such prices and valuations.
(a) whether orders to trade given or transactions undertaken by persons are preceded or followed by dissemination of false or misleading information by the same persons or by persons linked to them; and (b) whether orders to trade are given or transactions are undertaken by persons before or after the same persons or persons linked to them produce or disseminate investment recommendations which are erroneous, biased, or demonstrably influenced by material interest.
| This Regulation | Directive 2003/6/EC |
|---|---|
| Article 1 | |
| Article 2 | |
| Article 2(1)(a) | Article 9, first paragraph |
| Article 2(1)(b) | |
| Article 2(1)(c) | |
| Article 2(1)(d) | Article 9, second paragraph |
| Article 2(3) | Article 9, first paragraph |
| Article 2(4) | Article 10 (a) |
| Point (1) of Article 3(1) | Article 1(3) |
| Point (2) of Article 3(1) | |
| Point (3) of Article 3(1) | |
| Point (4) of Article 3(1) | |
| Point (5) of Article 3(1) | |
| Point (6) of Article 3(1) | Article 1(4) |
| Point (7) of Article 3(1) | |
| Point (8) of Article 3(1) | |
| Point (9) of Article 3(1) | Article 1(5) |
| Point (10) of Article 3(1) | |
| Point (11) of Article 3(1) | |
| Point (12) of Article 3(1) | Article 1(7) |
| Point (13) of Article 3(1) | Article 1(6) |
| Points (14) to (35) of Article 3(1) | |
| Article 4 | |
| Article 5 | Article 8 |
| Article 6(1) | Article 7 |
| Article 6(2) | |
| Article 6(3) | |
| Article 6(4) | |
| Article 6(5) | |
| Article 6(6) | |
| Article 6(7) | |
| Article 7(1)(a) | Article 1(1), first paragraph |
| Article 7(1)(b) | Article 1(1), second paragraph |
| Article 7(1)(c) | |
| Article 7(1)(d) | Article 1(1), third paragraph |
| Article 7(2) | |
| Article 7(3) | |
| Article 7(4) | |
| Article 7(5) | |
| Article 8(1) | Article 2(1), first subparagraph |
| Article 8(2) | |
| Article 8(2)(a) | Article 3(b) |
| Article 8(2)(b) | |
| Article 8(3) | |
| Article 8(4)(a) | Article 2(1)(a) |
| Article 8(4)(b) | Article 2(1)(b) |
| Article 8(4)(c) | Article 2(1)(c) |
| Article 8(4)(d) | Article 2(1)(d) |
| Article 8(4), second subparagraph | Article 4 |
| Article 8(5) | Article 2(2) |
| Article 9(1) | |
| Article 9(2) | |
| Article 9(3)(a) | Article 2(3) |
| Article 9(3)(b) | Article 2(3) |
| Article 9(4) | |
| Article 9(5) | |
| Article 9(6) | |
| Article 10(1) | Article 3(a) |
| Article 10(2) | |
| Article 11 | |
| Article 12(1) | |
| Article 12(1)(a) | Article 1(2)(a) |
| Article 12(1)(b) | Article 1(2)(b) |
| Article 12(1)(c) | Article 1(2)(c) |
| Article 12(1)(d) | |
| Article 12(2)(a) | Article 1(2), first indent of second paragraph |
| Article 12(2)(b) | Article 1(2), second indent of second paragraph |
| Article 12(2)(c) | |
| Article 12(2)(d) | Article 1(2), third indent of second paragraph |
| Article 12(2)(e) | |
| Article 12(3) | |
| Article 12(4) | |
| Article 12(5) | Article 1(2), third paragraph |
| Article 13(1) | Article 1(2)(a), second paragraph |
| Article 13(1) | |
| Article 13(2) | |
| Article 13(3) | |
| Article 13(4) | |
| Article 13(5) | |
| Article 13(6) | |
| Article 13(7) | |
| Article 13(8) | |
| Article 13(9) | |
| Article 13(10) | |
| Article 13(11) | |
| Article 14(a) | Article 2(1), first paragraph |
| Article 14(b) | Article 3(b) |
| Article 14(c) | Article 3(a) |
| Article 15 | Article 5 |
| Article 16(1) | Article 6(6) |
| Article 16(2) | Article 6(9) |
| Article 16(3) | |
| Article 16(4) | |
| Article 16(5) | Article 6(10), seventh indent |
| Article 17(1) | Article 6(1) |
| Article 17(1), third subparagraph | Article 9, third paragraph |
| Article 17(2) | |
| Article 17(3) | |
| Article 17(4) | Article 6(2) |
| Article 17(5) | |
| Article 17(6) | |
| Article 17(7) | |
| Article 17(8) | Article 6(3), first and second subparagraph |
| Article 17(9) | |
| Article 17(10) | Article 6(10), first and second indent |
| Article 17(11) | |
| Article 18(1) | Article 6(3), third subparagraph |
| Article 18(2) | |
| Article 18(3) | |
| Article 18(4) | |
| Article 18(5) | |
| Article 18(6) | |
| Article 18(7) | Article 9, third paragraph |
| Article 18(8) | |
| Article 18(9) | Article 6(10), fourth indent |
| Article 19(1) | Article 6(4) |
| Article 19(1)(a) | Article 6(4) |
| Article 19(1)(b) | |
| Article 19(2) | |
| Article 19(3) | |
| Article 19(4)(a) | |
| Article 19(4)(b) | |
| Article 19(5) to (13) | |
| Article 19(14) | Article 6(10), fifth indent |
| Article 19(15) | Article 6(10), fifth indent |
| Article 20(1) | Article 6(5) |
| Article 20(2) | Article 6(8) |
| Article 20(3) | Article 6(10), sixth indent and Article 6(11) |
| Article 21 | Article 1(2)(c), second sentence |
| Article 22 | Article 11, first paragraph and Article 10 |
| Article 23(1) | Article 12(1) |
| Article 23(1)(a) | Article 12(1)(a) |
| Article 23(1)(b) | Article 12(1)(b) |
| Article 23(1)(c) | Article 12(1)(c) |
| Article 23(1)(d) | Article 12(1)(d) |
| Article 23(2)(a) | Article 12(2)(a) |
| Article 23(2)(b) | Article 12(2)(b) |
| Article 23(2)(c) | |
| Article 23(2)(d) | Article 12(2)(c) |
| Article 23(2)(e) | |
| Article 23(2)(f) | |
| Article 23(2)(g) | Article 12(2)(d) |
| Article 23(2)(h) | Article 12(2)(d) |
| Article 23(2)(i) | Article 12(2)(g) |
| Article 23(2)(j) | Article 12(2)(f) |
| Article 23(2)(k) | Article 12(2)(e) |
| Article 23(2)(l) | Article 12(2)(h) |
| Article 23(2)(m) | Article 6(7) |
| Article 23(3) | |
| Article 23(4) | |
| Article 24(1) | Article 15a(1) |
| Article 24(2) | Article 15a(2) |
| Article 24(3) | |
| Article 25(1) first subparagraph | Article 16(1) |
| Article 25(2) | Article 16(2) and Article 16(4), fourth subparagraph |
| Article 25(2)(a) | Article 16(2), first indent of second subparagraph and Article 16(4) fourth subparagraph |
| Article 25(2)(b) | |
| Article 25(2)(c) | Article 16(2), second indent of second subparagraph and Article 16(4), fourth subparagraph |
| Article 25(2)(d) | Article 16(2) third indent of second subparagraph and Article 16(4) fourth subparagraph |
| Article 25(3) | |
| Article 25(4) | Article 16(2), first sentence |
| Article 25(5) | Article 16(3) |
| Article 25(6) | Article 16(4) |
| Article 25(7) | Article 16(2), fourth subparagraph and Article 16(4), fourth subparagraph |
| Article 25(8) | |
| Article 25(9) | Article 16(5) |
| Article 26 | |
| Article 27(1) | |
| Article 27(2) | |
| Article 27(3) | Article 13 |
| Article 28 | |
| Article 29 | |
| Article 30(1) first subparagraph | Article 14(1) |
| Article 30(1)(a) | |
| Article 30(1)(b) | Article 14(3) |
| Article 30(2) | |
| Article 30(3) | |
| Article 31 | |
| Article 32 | |
| Article 33(1) | Article 14(5), first subparagraph |
| Article 33(2) | |
| Article 33(3) | Article 14(5), second subparagraph |
| Article 33(4) | Article 14(5), third subparagraph |
| Article 33(5) | |
| Article 34(1) | Article 14(4) |
| Article 34(2) | |
| Article 34(3) | |
| Article 35 | |
| Article 36(1) | Article 17(1) |
| Article 36(2) | |
| Article 37 | Article 20 |
| Article 38 | |
| Article 39 | Article 21 |
| Annex |