Fewer ad hoc disclosures, more legal certainty? An insight into the revised Market Abuse Regulation on intermediate steps

Status quo and what has changed

The Market Abuse Regulation (Regulation (EU) NO. 596/2014 (MAR)) has, among other things, the target of ensuring equal opportunities on the capital market, in which all participants should have the same level of knowledge. This target is to be achieved in particular through the obligation of issuers under Art. 17 MAR to publish significant capital market-relevant information (inside information) without delay.

When publishing inside information, so-called intermediate steps presented issuers with challenges.

A classic example of such a case is a company acquisition: The company acquisition extends from the first discussions to the signing of a Memorandum of Understanding (MoU) or letter of intent (LOI), the due diligence, the purchase agreement negotiation and signing, through to the closing of the transaction. All these steps are intermediate steps and can constitute inside information that must be published according to Art. 17 MAR.

In practice, the existence of inside information was already assumed upon the signing of the MoU or LOI. Anyone involved in corporate transactions knows that it is still a long way from this step to the signing of the contract and that a large number of transactions are also aborted. In addition, the parameters of a transaction are much harder to negotiate if this must take place in the focus of public attention. But that is exactly what is actually necessary, because this intermediate step must be published immediately.

The European legislator has also recognized this circumstance and, with Art. 17 Para. 4 MAR, created the possibility to delay the disclosure of inside information under certain conditions (so-called decision to delay disclosure).

Essential requirements for the possibility of delay are:

• a legitimate interest of the issuer,
• no misleading of the public, and
• ensuring the confidentiality of the inside information.

In the aforementioned example of the corporate transaction, the issuer’s legitimate interest lay in avoiding jeopardizing the contract negotiations, which could arise through public attention.

In the course of the amendment to Art. 17 Para. 1 MAR, which came into force on June 5, 2026, the previously applicable ad hoc disclosure obligation for intermediate steps that take place as part of protracted processes—such as corporate transactions—is omitted. This means that intermediate steps only have to be published when the final event occurs, even without a decision to delay disclosure.

But why did the legislator take this step if the possibility of delay already exists?

It has long been a target to make the capital market more attractive. The challenging bureaucracy is seen as a major obstacle for issuers. This includes, for example, dealing with the publication of intermediate steps or the delay thereof.

It was not enough simply to make the corresponding decision to delay disclosure. The issuer also had to check at regular intervals whether the three aforementioned requirements for the delay continued to be met. Thus, issuers regularly telephoned their legal advisors, often at least once a week, to check whether the requirements were still met. The result was then recorded in writing in a board resolution and transmitted to the competent authority, the Federal Financial Supervisory Authority (BaFin), upon publication of the inside information.

The abolition of the disclosure obligation for inside information in this context is now intended to remedy this bureaucratic effort.

Consequences and impacts for issuers

First of all, it should be noted that intermediate steps no longer have to be published immediately. This also eliminates the need to make decisions to delay disclosure in a protracted process. The final event of the protracted process, which marks the completion of the action, should be published.

In April 2026, the EU Commission published a non-exhaustive catalog of such “final events” within the meaning of MAR in a delegated regulation. However, this is merely a non-exhaustive catalog of exemplary cases.

Not having to make decisions to delay disclosure and check their requirements certainly means relief for issuers. However, it does not exempt the issuer from all obligations, because:

The intermediate step remains inside information with all other associated obligations.

The regulations on insider trading bans and the corresponding obligation to notify persons with access to inside information still apply. Furthermore, the confidentiality of the inside information must still be guaranteed, in particular by maintaining insider lists, because if inside information—including an intermediate step—becomes public knowledge, it must be published immediately by the issuer.

Outlook and conclusion

In practice, this regulation on inside information is definitely to be welcomed. Issuers gain more room for maneuver because they can now plan and carry out individual intermediate steps without immediate market notification and thereby avoid administrative effort.

At the same time, it must be ensured that the requirements for the confidentiality of inside information remain as strict as ever: any breach of confidentiality can still lead to significant legal consequences. Issuers should therefore continue to continuously check and establish a corresponding control system as to when and if inside information exists and whether it is subject to disclosure.

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