ESMA updates guidance on delayed disclosure of inside information — Cyprus Mail
The European Securities and Markets Authority (ESMA) has updated its guidance on cases in which listed companies may delay the disclosure of inside information. The changes are intended to align the regulator's recommendations with new EU rules, simplify disclosure requirements and at the same time preserve investor protection and the integrity of financial markets, Cyprus Mail reports.
Under changes introduced by the EU Listing Act, intermediate steps in protracted processes no longer need to be disclosed as inside information before the process itself is completed. Disclosure will be required when the final event or circumstance within such a process occurs. Examples of relevant processes are set out in a European Commission delegated act published in the Official Journal of the EU in July 2026.
New grounds for delay
The updated guidance includes additional examples of circumstances that may justify delaying disclosure. These include a request by a public authority not to disclose information, a company's need to gather additional information, and the risk that disclosing commercially sensitive details could harm business opportunities.
Following consultations with stakeholders, ESMA also added examples concerning the appointment of a member of a company's management body or a manager to a key position. Another example concerns delaying the disclosure of inside information between companies belonging to the same corporate group.
More current news is available on the UA.News Telegram channel Telegram.
Conditions for companies
The regulator removed previous provisions stating that a delay must not mislead the public. This requirement was removed from the EU Market Abuse Regulation (MAR) as a result of amendments introduced by the Listing Act. Instead, a company must assess whether the information it plans to temporarily withhold contradicts its latest public statement or another communication on the same matter.
The existence of a legitimate interest is only one of three conditions for delaying disclosure. A company must also ensure that the information is consistent with its latest public communications and maintain its confidentiality. ESMA stressed that immediate disclosure remains the general rule, while grounds for delay should be interpreted narrowly. Information must be disclosed as soon as the circumstances justifying the delay cease to apply or if confidentiality can no longer be guaranteed.
The list of legitimate reasons for delay is not exhaustive, but companies must assess the circumstances of each case and comply with all legal requirements. If the information concerns a standalone event or the final stage of a protracted process, the delay mechanism may be applied provided that all conditions are met. The updated guidance will take effect on the day it is published on ESMA's website in all official EU languages.
