# ESMA Guidelines on Delaying Inside Information > ESMA clarifies when issuers may delay inside information under Art. 17 MAR and aligns the guidelines with the Listing Act. Source: https://www.mtrlegal.com/en/esma-guidelines-delaying-inside-information/ · Language: en · Updated: 2026-10-21 --- ## ESMA Revises Guidelines on Delaying Inside Information The European Securities and Markets Authority (ESMA) has revised and streamlined its guidelines on the Market Abuse Regulation in connection with the delay in the disclosure of inside information. According to ESMA, this completes the adjustment of the relevant regulatory framework. Under the Market Abuse Regulation (MAR, EU market abuse rules), issuers must, as a general rule, disclose inside information that directly concerns them as soon as possible. This obligation serves to inform investors and is also intended to prevent insider dealing. Under certain conditions, however, disclosure may be delayed if the issuer’s legitimate interests would otherwise be prejudiced. In this respect, the guidelines specify the categories of cases in which a delay may be considered. For this purpose, ESMA provides a non-exhaustive overview of legitimate interests that may justify delaying disclosure. ## Background to the Revision ### Consultation Prior to the Final Report The now available [Final Report](https://www.esma.europa.eu/sites/default/files/2026-10/ESMA74-268544963-1718_Final_report_-_MAR_Guidelines_on_delay_in_the_disclosure_of_inside_information.pdf) was preceded by a consultation paper dated 19 February 2026. The deadline for submitting comments expired on 29 April 2026. The consultation was primarily addressed to issuers, including small and medium-sized enterprises, as well as trading venues. Associations, institutional and retail investors, advisers and academia, among others, were also invited to participate. ESMA deliberately provided for a ten-week consultation period. The reason for this was the objective of being able to present the amended guidelines promptly in line with the entry into effect of the new MAR regime. According to ESMA, the Final Report contains a presentation of the legal framework and the authority’s mandate, as well as an evaluation of the comments received and the final approach derived from them. In ESMA’s document register, the document dated 16 October 2026 is listed as a Final Report. ### Connection with the Listing Act The revision is connected with amendments to the Market Abuse Regulation made by the Listing Act Regulation (EU) 2024/2809 of 23 April 2024. According to the information published in this regard, the amendments to Art. 17 MAR (Article 17 of the Market Abuse Regulation) have applied since 5 June 2026. Of particular significance is the amended condition in Art. 17(4)(b) MAR. The previous requirement that the delay must not mislead the public has now been replaced by the requirement that the delayed information must not contradict the issuer’s most recent announcement on the same matter. Against this background, ESMA has deleted the previous section of the guidelines concerning misleading the public. In addition, the Final Report refers to Commission Delegated Regulation (EU) 2026/789 of 8 April 2026 supplementing the Market Abuse Regulation. ## New Categories of Legitimate Interests ### Five Additional Scenarios Following completion of the public consultation, ESMA identified five further legitimate interests that may support a delay in the disclosure of inside information. The additional categories of cases specified by ESMA concern the following situations: - A public authority requests that the issuer not disclose certain information. - The issuer requires additional information so that market participants can correctly assess the inside information. - Disclosure of sensitive business information could expose the issuer to the risk of losing a business opportunity. - The appointment of a member of the issuer’s management body or of an executive in a key position could be jeopardised. - The disclosure of inside information concerning companies within the same corporate group could directly harm the issuer and at the same time impair the effectiveness of a delay applied by another company. Under the approach taken in the guidelines, this list is not exhaustive. It serves as guidance for issuers when assessing whether there may be a legitimate interest in delaying disclosure. ### Significance for Issuers under Art. 17 MAR Art. 17 MAR remains the central starting point for issuers’ disclosure obligations. The general rule requiring timely disclosure of inside information is not abolished by the guidelines. Rather, the guidelines address the question of the conditions under which a delay may be considered within the framework of the Market Abuse Regulation. The guidelines are therefore of particular significance for the internal assessment of circumstances in which information may, in principle, be subject to disclosure, but the issuer could assert a legitimate interest in a temporary delay. ## Removal of Certain Guideline Content on Protracted Processes Since June 2026, issuers are no longer required to disclose without delay inside information relating to protracted processes before those processes have been completed. ESMA has therefore deleted the legitimate interests previously included in the guidelines that were associated with a delay in connection with such protracted processes. According to ESMA, this adjustment is consistent with the objective of simplification and reducing administrative burdens. The intention is thereby to align the guidelines with the amended legal position while also making them clearer. ## Application of the Revised Guidelines ### Publication in the Official EU Languages The revised guidelines will become applicable from the point in time at which they are published on ESMA’s website in the 24 official languages of the European Union. According to ESMA, only this publication marks the start of their applicability. The competent national supervisory authorities must inform ESMA within two months after publication of the guidelines in all official EU languages whether they comply with the guidelines. The familiar “comply or explain” principle applies, under which an authority either confirms compliance or explains any deviation. ### Classification for German Supervisory Practice For the German market, it should be noted that the [Bundesanstalt für Finanzdienstleistungsaufsicht](https://www.mtrlegal.com/wiki/bundesanstalt-fuer-finanzdienstleistungsaufsicht-bafin/) (BaFin, Federal Financial Supervisory Authority) [in its Issuer Guidelines](https://www.bafin.de/SharedDocs/Veroeffentlichungen/DE/Rundschreiben/2018/emittentenleitfaden/Modul3/Kapitel1/Kapitel1_3/kapitel1_3_node.html) points out that the comments contained there on Art. 17 MAR concern the legal position before the Listing Act became effective. This makes clear that the changes to the European legal framework must be taken into account when classifying disclosure obligations and decisions to delay disclosure. The ESMA guidelines therefore operate in an environment in which European requirements, national supervisory practice and issuers’ internal decision-making processes interlink. ## Capital Markets Law Assessment by MTR Legal Rechtsanwälte The revised ESMA guidelines concern a sensitive [area of capital markets law](https://www.mtrlegal.com/wiki/kapitalmarktrecht/). For issuers, investors and other market participants, the distinction between an immediate disclosure obligation and a permissible delay may be of considerable practical importance. In this context, the precise scope of the inside information, the point in time at which it arises, the issuer’s previous communications and the relevant requirements of Art. 17 MAR are regularly decisive. MTR Legal Rechtsanwälte advises companies, investors and high-net-worth individuals on capital markets law and related areas of commercial law. If you have questions regarding the classification of disclosure obligations under capital markets law and how to deal with regulatory requirements, you can find further information at [Legal advice in capital markets law](https://www.mtrlegal.com/rechtsberatung/kapitalmarktrecht/).