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This week’s edition of Corporate highlights includes news on ESMA’s update to the MAR Q&As, Institutional Shareholder Services 2018 benchmark policy updates and three corporate governance stories on corporate reporting and combating the gender pay gap. We also have an updated Getting the Deal Though: Private M&A in 2018 practice note in our international topic area.
The European Securities and Markets Authority (ESMA) has updated its Q&A document regarding the implementation of the Market Abuse Regulation (MAR). ESMA has added two new Q&As, which relate to the interpretation of Article 19 on insider dealing and the types of ‘transaction’ by a person discharging managerial responsibilities (PDMR) prohibited during a closed period.
The first of the new Q&As clarifies that the insider dealing prohibition contained in Article 14 of MAR applies during closed periods referred to in Article 19(11) of MAR in the same way as it does at any other time, and must therefore be complied with by PDMRs. It further notes that this means that when an issuer allows a PDMR to trade under Article 19(12) of MAR, the general insider dealing provisions still apply and the PDMR must always give consideration as to whether the relevant transaction would constitute insider dealing.
The second of the new Q&As: (a) clarifies that he types of ‘transaction’ by a PDMR prohibited during a closed period under Article 19(11) of MAR are the same as those types of transaction subject to the notification requirements set out under Article 19(1) of the same regulation, and (b) further notes that Article 19(11) of MAR only applies to a PDMR when conducting transactions on its own account or for the account of a third party whereas the notification of transactions required under Article 19(1) of MAR also applies to persons closely associated to a PDMR.
For further information, see LNB News 21/11/2017 48.
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