EU watchdog expands guidance on delayed company disclosures

The European Securities and Markets Authority (ESMA) has revised its guidance on when listed companies can delay disclosing inside information, adding new examples of circumstances that may justify withholding sensitive information while removing provisions made redundant by changes to EU market abuse rules. The updated guidelines aim to simplify disclosure requirements and reduce administrative burdens for companies, while maintaining safeguards for investors and the integrity of financial markets. Under changes introduced by the EU’s Listing Act, which took effect in June 2026, intermediate stages of prolonged processes no longer need to be disclosed as inside information before the process is completed. Instead, disclosure is required when the final event or circumstance in the process occurs, in line with a list of examples set out in a European Commission delegated act published in the Official Journal in July 2026. ESMA’s revised guidelines are intended to align its existing guidance with the new rules and provide companies with greater clarity over when a delay in disclosure may be justified. The authority has retained its proposal to remove examples of legitimate interests relating to prolonged processes from the guidelines, since intermediate stages of such processes are no longer subject to disclosure obligations under the revised framework. The revised guidance adds several circumstances that may justify delaying disclosure, including cases where a public authority asks a company not to release information, where the company needs to gather additional information, or where disclosure of commercially sensitive details could jeopardise business opportunities. Following consultation with stakeholders, ESMA also added two further examples covering the appointment of a member of a company’s governing body or a manager in a key position, and delays in disclosing inside information between companies belonging to the same corporate group. The authority has also removed the previous guidance relating to the condition that delaying disclosure must not mislead the public, following the Listing Act’s removal of that requirement from the Market Abuse Regulation (MAR). Under the revised rules, the relevant test is whether the information a company intends to withhold conflicts with its latest public announcement or other communication on the same matter. However, the list of legitimate reasons for delaying disclosure is not exhaustive, meaning companies may identify other justifications, provided they assess the circumstances of each case and meet the legal requirements. ESMA stressed that the existence of a legitimate interest is only one of three conditions that must be satisfied before a company can delay disclosure. The delay must also be consistent with the company’s latest public announcement or other communication, and the company must be able to maintain the confidentiality of the information. The authority emphasised that immediate disclosure remains the general rule and that the grounds for delaying it must be interpreted narrowly. Companies are expected to disclose the information as soon as the circumstances justifying the delay cease to apply. They must also disclose it as soon as possible if confidentiality can no longer be ensured, under the existing provisions of MAR. When determining whether information relates to a prolonged process, companies should first establish whether it constitutes inside information and then assess whether it concerns an intermediate stage of a process listed in the delegated act. If it does, no delay mechanism is needed because disclosure is required only when the final event or circumstance occurs. By contrast, where information concerns a standalone event or the final stage of a prolonged process, companies may use the delay mechanism if all the relevant conditions are met. ESMA said the guidelines are designed to support a consistent and straightforward approach to disclosure across the EU. The revised guidelines will apply from the date of their publication on ESMA’s website in all the EU’s official languages.