MAR - news about the duty to notify when it comes to managers' transactions
In a new version of its Q&A on the Market Abuse Regulation (MAR) the European Securities and Markets Authority (ESMA) establishes that a separate threshold applies to persons discharging managerial responsibilities' and each of their closely associated persons' duty to notify under Article 19 of MAR. For now, however, the Danish FSA maintains its conflicting practice.
However, in a recently published Q&A ESMA has interpreted the rules to mean that an individual threshold applies to the person discharging managerial responsibilities and each of his/her closely associated persons.
The difference can be illustrated by the following example: a CEO purchases shares for EUR 14,000. His/her spouse subsequently purchases shares for EUR 7,000. In such case, none of the parties has individually reached the threshold of EUR 20,000, but together they have purchased shares for EUR 21,000.
According to the Danish FSA's practice so far, the CEO's spouse was to notify about his/her transaction as the threshold is exceed by such transaction. According to ESMA's interpretation, however, the spouse is not to notify about the transaction.
Best to follow the Danish FSA's practice
For now, the Danish FSA maintains its practice as the FSA is not directly bound by ESMA's Q&As. For the time being, it would be best for persons discharging managerial responsibilities and the persons closely associated with them to continue to follow the Danish FSA's practice. However, it will be up to the courts to finally interpret MAR, including not least the ECJ.
This is an example of some of the challenges relating to the implementation of MAR across the EU and it illustrates that there are different opinions on the interpretation of certain parts of MAR among the Member States, including among the relevant competent authorities.
ESMA's updated Q&A on the Market Abuse Regulation
News from the Danish FSA on ESMA's Q&A on the Market Abuse Regulation (in Danish)