Our Legal and Corporate Finance Expert Groups contributed to our response to the FCA's Consultation Paper CP15/35 – Policy Proposals and Handbook changes related to the implementation of the Market Abuse Regulation (2014/596/EU). We commented on the proposed changes to the handbook, particularly regarding the notification of delayed disclosure to the FCA and managers' transactions. We disagreed with the FCA’s proposal to adopt the €5,000 threshold.
We noted our concern with the MAR provisions relating to dealings by persons discharging managerial responsibilities (PDMR) and we urged the FCA to ensure that MAR rules will allow for preliminary announcements to trigger the end of the closed period. We highlighted the need for certainty and guidance on this issue to enable the market to function properly and for small and mid-size quoted companies to do business without being overburdened.
We also commented on the interaction between the application of MAR rules for SME Growth Markets and the entry into force of MiFID II. We identified that the interval between the entry into force of MAR and MiFID II means exemptions for SME Growth Markets have been effectively removed and that small and mid-size quoted companies will be subjected to producing and keeping onerous insider lists. We highlighted that issuers on growth markets should be able to take advantage of MAR’s more proportionate rules regarding insider lists from the date MAR enters into force.
Regarding the implementation of other periphery Model Code issues not covered by this consultation, we highlighted that it is important to understand how other issues will be addressed, such as the definition of dealing, clearance or the non-exhaustive list of the delay of disclosure of inside information.