Share incentives aspects of MAR and related guidance
Share incentives aspects of MAR and related guidance

The following Share Incentives guidance note provides comprehensive and up to date legal information covering:

  • Share incentives aspects of MAR and related guidance
  • Implementation of MAR in the UK
  • Relevance of MAR to share incentives
  • Article 19 of MAR—notifable transactions
  • Article 19 of MAR—prohibition on transactions during closed period
  • The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) Code: Industry-led dealing code and policy document
  • Q&As on MAR produced by the City of London Law Society (CLLS) and Law Society Company Law Committees’ Joint Working Parties (Joint Working Parties)

Brexit: For details of the potential impact of Brexit on the continued operation of MAR in the UK, see Practice Note: Brexit—UK listing and prospectus regime—Key areas of the UK listing and prospectus regime which will be affected by Brexit.

Implementation of MAR in the UK

The Regulation (EU) No 596/2014, Market Abuse Regulation ( MAR) came into force on 3 July 2016 and was implemented directly into the UK. It provides a regulatory framework in relation to insider dealing, unlawful disclosure of inside information and market manipulation and measures to prevent market abuse. As a result of MAR, the Model Code in the Financial Conduct Authority (FCA) Listing Rules was deleted, and amendments were made to the FCA's Disclosure Rules in relation to the disclosure of transactions by persons discharging managerial responsibilities (PDMRs). For a more detailed overview of MAR, see Practice Note: Market Abuse Regulation (MAR)—essentials.

Guidance on the interpretation of MAR has also been published by the European Securities and Markets Authority (ESMA), as referred to in more detail below.

In order to support companies as a result of the introduction of MAR, the Chartered Governance Institute (formerly known as ICSA: The Governance Institute), the GC100, and the Quoted Companies Alliance jointly published guidance on dealings in a listed or AIM company's securities, including a specimen dealing code and dealing procedures manual (The Chartered Governance Institute