Listing Act – New rules for ad hoc disclosure: EU Commission publishes draft delegated act

Update Capital Markets No. 60

On December 15, 2025, the European Commission published a draft delegated act on the Market Abuse Regulation (MAR). This brings another building block of the implementation of the EU Listing Act closer to completion. Among other things, this is intended to revise the rules on the issuer’s obligation to disclosure inside information to the public (so-called ad hoc disclosure) to reduce the burden on issuers and improve legal certainty.

No obligation to disclose intermediate steps going forward

The issuer's obligation to disclose inside information to the public is one of the measures MAR provides for to prevent insider dealing. An issuer whose financial instruments are listed on a trading venue in the EU with its involvement is obliged to disclose inside information that directly concerns that issuer without undue delay. Until now, this obligation has also applied to intermediate steps in a protracted process. This refers to situations that consist of several intermediate steps leading to a final event, such as capital measures, mergers, or restructurings. However, if information about such processes becomes public at an early stage, it could mislead investors rather than improving transparency of information in the market. According to the Listing Act, in a protracted process, mere intermediate steps such as declarations of intent, ongoing negotiations, or progress made in the process no longer have to be disclosed to the public, even if they constitute inside information. Instead, in the future, only the final event of the protracted process must be communicated in an ad hoc announcement. This revised rule will apply from June 5, 2026. The Commission is authorized to establish a non-exhaustive list of such final events in a delegated act.

List of final events

In the draft delegated regulation, the Commission first lays down some basic principles applicable to the list of final events:

The determination of many of the final events listed is based on the decision of the issuer's governing body. If the issuer's decision requires the approval of the supervisory board, the supervisory board fulfils the role of the issuer’s governing body. Thereby, the Commission takes acknowledges the organizational principle that applies in two-tier board structures, particularly in the case of stock corporations under German law. The issuer's internal decision-making process should provide for the decision of the supervisory board to be taken as soon as possible after the decision of the management board to ensure timely disclosure of the final event. If a decision has been delegated to a committee or a specific person, that committee or person is deemed to fulfil the role of the issuer’s governing body.

If, on the other hand, under the applicable corporate law a measure requires the approval of the shareholders and, according to the list, the decision of the issuer's governing body is considered the final event, then the disclosure obligation is triggered by the decision of the governing body to submit a proposal to the shareholders for approval.

The list of final events in Annex I to the draft delegated regulation contains a total of 35 typical protracted processes divided into seven categories as follows

A. Business strategy: This category includes various events such as material agreements, e.g. for the acquisition or disposal of assets or subsidiaries, mergers, or corporate reorganisations, as well as the termination of material agreements.

B. Capital structure, dividends, and interest payments: This category includes capital measures, securities issues, share buybacks, the conversion of financial instruments, decisions on dividend payments or the postponement or cancellation of interest payments or redemption payments.

C. Financial information: This comprises the acknowledgement or approval of financial results or forecasts.

D. Corporate governance: The draft lists the appointment or dismissal (‘removal’) of members of the issuer’s governing bodies or managers holding a key role, as well as significant amendments to issuer’s basic documents such as the articles of incorporation or by-laws.

E. Interventions by public authorities: Twelve different examples of interactions with public authorities are mentioned in this category such as applications for a license or authorisation and their subsequent granting, rejection, and withdrawal, as well as award decisions and applications for insolvency or similar restructuring proceedings.

F. Credit institutions, insurance companies, and reinsurance companies: A separate category includes various supervisory measures relating to companies in the financial sector.

G. Legal proceedings, sanctions, delisting: Judicial and administrative proceedings, provisional legal protection measures, decisions on sanctions, and decisions on the delisting of the issuer form another category.

For kind of protracted process, the respective final event triggering the disclosure obligation in the form of an ad hoc announcement according to Art. 17 MAR is determined in abstract terms. In this context, the following basic principles can be established

In the case of agreements, the signing with binding effect is decisive, or alternatively an equivalent act that leads to the issuer being legally bound. If an agreement has to be approved by the shareholders before the signing, the decision of the issuer's governing body to submit the agreement to the shareholders' meeting for approval is deemed the final event triggering disclosure.
For most final events, the final decision of the issuer’s governing body constitutes the trigger event; if the approval of the shareholders is required, the governing body’s decision to submit the matter to the shareholders' meeting is the final event, as in the case of contracts.
When the issuer applies for an official authorisation, the submission of the respective application is considered the final event.
In the event of the granting, rejection, or withdrawal of an authorisation, the formal notification by the competent authority is decisive; any prior correspondence, including the exchange of a draft of the official decision, is irrelevant.
In connection with the application for insolvency or restructuring proceedings, the decision of the issuer's governing body to file the respective application is the ad hoc relevant final event.
Judicial or administrative decisions become trigger the disclosure requirement upon receipt of the notification of the decision by the issue, even where the decision may be or is subject to an appeal.
In the case of a delisting, the relevant final events of the respective process are the final decision of the issuer's governing body to file for delisting and the receipt of the decision by the competent authority.

The list of final events is not exhaustive. In the case of protracted processes that are not included in the list, the issuer remains responsible for determining the final event of the process on a case-by-case basis. In doing so, it should document the reasons for identifying the final event and the relevant time for publishing the related ad hoc announcement to be able to prove compliance with the disclosure obligation to the competent authority (in Germany, the BaFin).

Restrictions on the right to delay disclosure

Conceptually, the Listing Act left the issuer's right to delay the disclosure of inside information (also known as “self-exemption”) largely unchanged. So far, the following conditions had to be met for this:

a) immediate disclosure is likely to prejudice the legitimate interests of the issuer,
b) delay of disclosure is not likely to mislead the public, and
c) the issuer is able ensure the confidentiality of the information.

From June 5, 2026, the criterion of "no misleading of the public" will be replaced by the following more specific wording:

(b) the inside information that the issuer intends to delay is not in contrast with the latest public announcement or other type of communication by the issuer on the same matter to which the inside information refers.

List of situations in contrast with the last public announcement or communication

The Commission has also been empowered to set out, in a delegated act, a non-exhaustive list of previous disclosures that could contrast with the inside information to be disclosed. This is intended to give issuers greater legal certainty when assessing whether such a conflict exists that would prevent them from delaying the disclosure of inside information. In cases of doubt, the issuer should also consider any previous announcements or communications. The draft delegated act of December 15, 2025 lists some typical examples of such circumstances in Annex II as follows.

Forecasts, financial results, or business objectives,
Environmental or social impact of a project or product,
materially different information about the issuer's financial condition (e.g., the need for a capital increase or an extraordinary bond issue),
Results or deadlines for a product or project under development,
Capital structure of the issuer,
Business strategy (such as the decision to enter a new geographic market segment),
Core elements of a significant contract or significant transaction,
Corporate governance of the issuer, including management structure and codes of conduct.

List of possible communications that conflict with the inside information to be disclosed

Finally, Annex III contains a list of the types of communications that issuers should take into account in their assessment whether a conflict exists. This includes all publicly available communications by the issuer or its representatives, including information disseminated on its website or via social media.

Conclusion

The draft delegated act on ad hoc disclosure is characterized by a clear effort to reduce legal uncertainty for issuers regarding questions of ad hoc disclosure and to make use of the simplifications with respect to protracted processes. The list of typical final events is particularly helpful, especially as it clearly follows consistently applied basic principles. From the perspective of German issuers, it is welcome that the role of the supervisory board of a German stock corporation is now acknowledged — in particular, that its required approval would be undermined if its approval could only be granted after the subject of its decision has already been made public.

However, the list is not free of contradictions. For example, in the case of a capital increase with prior preparation of a securities prospectus, different final events triggering dates for the latest ad hoc announcement are determined. The submission of a prospectus to BaFin with an application for its approval would have to be made public, even if the final decision on the capital measure has not yet been taken. If the issuer concludes that the submission of the prospectus in itself constitutes inside information, the only option might be to decide a delay of the disclosure, which requires the process and documentation known from applicable law.

Careful analysis and assessment of the facts in each individual case and documentation thereof therefore remain necessary. At least the delegated act provides useful guidance in this respect.