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PRACTICE NOTES
What is the objective of the EU Market Abuse Regulation and UK Market Abuse Regulation? The Market Abuse Regulation (EU) 596/2014 (EU Market Abuse Regulation) introduced an updated and strengthened EU market abuse regime, incorporating a wider range of, and tougher, sanctions. As of IP completion day (31 December 2020), the onshored Market Abuse Regulation, Retained Regulation (EU) 596/2014 (UK Market Abuse Regulation), applies in the UK. Divergence between the EU Market Abuse Regulation and the UK Market Abuse Regulation For high-level information on divergence between the key provisions of the EU Market Abuse Regulation and the UK Market Abuse Regulation, see Practice Note: Market Abuse Regulation—key provisions divergence table. What instruments do the EU Market Abuse Regulation and UK Market Abuse Regulation apply to? EU Market Abuse Regulation The EU Market Abuse Regulation applies to: • financial instruments admitted to trading on an EU regulated market or for which a request for admission to trading on a regulated market has been made • financial instruments traded on an EU multilateral
GLOSSARY
Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse which repealed the Market Abuse Directive and its implementing legislation on 3 July 2016. The Market Abuse Regulation introduced an updated and strengthened civil market abuse regime across the EU extending the scope of the previous regime to new markets, new platforms and new behaviours. It contains measures to prevent market abuse, to ensure the integrity of EU financial markets and to enhance investor protection and confidence in those markets. The core market abuse offences under the Market Abuse Regulation are insider dealing, unlawful disclosure of inside information and market manipulation.
PRECEDENTS
Strictly private and confidential Wall-crossed investor script We are contacting you to discuss a potential [description of the nature of the securities to be offered (ie equity securities)] offering involving a company (Company) in the [description of industry]. Prior to providing further specifics, I must inform you that the information is material, non-public and highly confidential. For the purposes of this conversation and any confirming email, any references to ‘you’ include you, your organisation and anyone else at your organisation who receives any such further information about the Company or the proposed offering. Once you receive this information, including the industry sector of the Company and details of the potential offering, you may be considered as an ‘insider’ as defined in Article 8(4) of Assimilated Regulation (EU) 596/2014 (the UK Market Abuse Regulation). Before receiving any further information about the Company or the proposed offering, you must agree that: • you will not disclose this information to anyone within or
PRACTICE NOTES
This table provides high-level information on divergence between key provisions of the Market Abuse Regulation (EU) 596/2014 (EU Market Abuse Regulation) and Assimilated Regulation (EU) 596/2014 (UK Market Abuse Regulation). For detailed guidance on these provisions on the UK and EU regimes generally, see Practice Notes: EU Market Abuse Regulation (EU MAR)—essentials and UK Market Abuse Regulation (MAR)—essentials. Topic Level of divergence (substantial/formal/none)(’Formal’ means that there is different wording and/or legislative cross-references, but no resulting substantial change in requirements or scope) High-level summary of substantial divergence (if any)/other comments Legal sources/further information Definition of market abuse None Recital 7 of the EU Market Abuse RegulationRecital 7 of the UK Market Abuse Regulation In-scope instruments Substantial Traded financial instruments EU: EEA regulated market/MTF/OTFUK: UK, Gibraltar or EEA regulated market/MTF/OTFEmission allowances and related auctioned products EU: applies to transactions relating to the auctioning on an auction platform authorised as a regulated market of emission allowances or other auctioned products based thereon in line with
CHECKLISTS
ARCHIVED: This timeline has been archived and is no longer maintained. For developments from January 2024 onwards, see EU Market Abuse Regulation—timeline if they relate to the EU Market Abuse Regulation, or UK Market Abuse Regulation—timeline if they relate to the UK Market Abuse Regulation. For further guidance on the EU Market Abuse Regulation, see Practice Note: EU Market Abuse Regulation (MAR)—essentials. For further guidance on the UK Market Abuse Regulation, see Practice Note: UK Market Abuse Regulation (MAR)—essentials. Date Source Document Description 9 November 2023 European Economic Area Joint Committee Decision of the EEA Joint Committee No 98/2023 of 28 April 2023 amending Annex IX (Financial services) to the EEA Agreement [2023/2252] Decision of the EEA Joint Committee No 99/2023 of 28 April 2023 amending Annex IX (Financial services) to the EEA Agreement [2023/2253] Decision of the EEA Joint Committee No 100/2023 of 28 April 2023 amending Annex IX (Financial services) to the EEA Agreement [2023/2254] Three decisions of the European Economic Area (EEA) Joint Committee amending Annex IX (Financial Services) to the Agreement
PRACTICE NOTES
This Practice Note is archived as is not maintained. This Practice Note provides an overview of the civil/regulatory regime which governed market abuse and insider dealing before the coming into force of the Market Abuse Regulation (EU) 596/2014 on 3 July 2016. This regime applies to infringements and civil offences under FSMA 2000 which occurred before 3 July 2016. Insider dealing and market manipulation can constitute market abuse. In the UK, there are two distinct regimes running alongside each other which regulate and enforce market abuse and market manipulation: • the civil or regulatory regime, governed by the Financial Services and Markets Act 2000 (FSMA 2000) and, after 3 July 2016, the Market Abuse Regulation (EU) 596/2014, under which the Financial Conduct Authority (FCA) can issue civil fines and penalties for no-compliance with safeguards; and • criminal offences under the Criminal Justice Act 1993 (CJA 1993) and the Financial Services Act 2012 (FSA 2012) For further information on the criminal regime governing insider dealing and market manipulation, see Practice Notes: • Financial crime in
PRACTICE NOTES
ARCHIVED: This Practice Note has been archived and is not maintained. What does the Market Insights trend report cover? This Market Insights Trend Report examines the voluntary reporting of ethnicity pay gaps to analyse how ethnicity pay gap reporting has been approached by a sample of 245 FTSE 350 companies. The report
NEWS
Restructuring & Insolvency analysis: What are the current trends in Part 26A restructuring plans (RPs)? This Market Insights Trend Report includes in-depth analysis of the RPs proposed in 2023 and provides insight into what we and our contributors expect to see in 2024 and beyond.
PRACTICE NOTES
Archived: This Practice Note archived and is no longer maintained. What does the Market Insights Trend Report cover? Click below to download the full report in PDF format. The Market Insights Trend Report provides in-depth analysis of the 14 restructuring plans (RPs) which were proposed in the UK in 2023. It includes insight into trends and what we and our contributors expect to see in 2024 and beyond. Topics covered include: • Outlook for 2024 • Place of incorporation • Industry Sectors • Classes of creditor • Relevant alternatives • Challenges • Use of cross class cramdown (CCCD) • Foreign law expert opinions sought on recognition • Legal developments in 2023 The report includes metrics on RPs including
NEWS
Restructuring & Insolvency analysis: What are the current trends in Part 26A restructuring plans (RPs)? This Market Insights Trend Report includes in-depth analysis of the RPs considered by the courts in 2024 and provides insight into what we and our contributors expect to see in 2025 and beyond.
PRACTICE NOTES
ARCHIVED: This Practice Note has been archived and is no longer maintained. What does the Market Insights Trend Report cover? The Market Insights Trend Report provides in-depth analysis of the restructuring plans (RPs) which were considered by the courts in the UK in 2024. It includes insight into trends and what we and our contributors expect to see in 2025 and beyond. Topics covered include: • outlook for 2025 • place of incorporation • industry sectors • classes of creditor • relevant alternatives • challenges, including type of challenge • use of cross class cramdown (CCCD) • foreign law expert opinions sought on recognition • third party releases • challenges from out of the money (OOTM) creditors • shareholder’s equity retention • Deal in Focus: Dobbies • legal developments in 2024 The
PRACTICE NOTES
Jurisdictions covered The following jurisdictions are covered in this report: Australia; Brazil; Greece; India; Italy; Japan; Norway; Taiwan; Turkey; United Kingdom; United States Questions The set of questions relating to the topic of anti-corruption and answered by the guide for each jurisdiction covered include: • What are the key developments related to anti-corruption regulation and investigations in the past year in your jurisdiction,