LegalizeRegulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC Text with EEA relevance
The power to adopt delegated acts referred to in Article 6(5) and (6), Article 12(5), Article 17(2), third subparagraph, Article 17(3) and (12), Article 19(13) and (14), Article 25a(7) and (9) and Article 38, shall be conferred on the Commission for a period of five years from 4 December 2024. The Commission shall draw up a report in respect of the delegation of power not later than nine months before the end of the five-year period. The delegation of power shall be tacitly extended for periods of an identical duration, unless the European Parliament or the Council opposes such extension not later than three months before the end of each period.
The delegation of power referred to in Article 6(5) and (6), Article 12(5), Article 17(2), third subparagraph, Article 17(3) and (12), Article 19(13) and (14), Article 25a(7) and (9) and Article 38, may be revoked at any time by the European Parliament or by the Council. A decision of revocation shall put an end to the delegation of the power specified in that decision. It shall take effect the day following the publication of the decision in the Official Journal of the European Union or at a later date specified therein. It shall not affect the validity of any delegated acts already in force.
As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council.
A delegated act adopted pursuant to Article 6(5) or (6), Article 12(5), Article 17(2), third subparagraph, Article 17(3) or (12), Article 19(13) or (14), Article 25a(7) or (9), or Article 38, shall enter into force only if no objection has been expressed either by the European Parliament or by the Council within a period of three months of notification of that act to the European Parliament and the Council or if, before the expiry of that period, the European Parliament and the Council have both informed the Commission that they will not object. That period shall be extended by three months at the initiative of the European Parliament or the Council.
Article 36
Committee procedure
The Commission shall be assisted by the European Securities Committee established by Commission Decision 2001/528/EC ([^E0019]). That committee shall be a committee within the meaning of Regulation (EU) No 182/2011.
Where reference is made to this paragraph, Article 5 of Regulation (EU) No 182/2011 shall apply.
CHAPTER 7 FINAL PROVISIONS
Article 37
Repeal of Directive 2003/6/EC and its implementing measures
Directive 2003/6/EC and Commission Directives 2004/72/EC, 2003/125/EC ([^E0020]) and 2003/124/EC ([^E0021]) and Commission Regulation (EC) No 2273/2003 ([^E0022]) shall be repealed with effect from 3 July 2016. References to Directive 2003/6/EC shall be construed as references to this Regulation and shall be read in accordance with the correlation table set out in Annex II to this Regulation.
Article 38
Reports
By 5 December 2028, the Commission shall submit a report to the European Parliament and to the Council on the application of this Regulation, together with a legislative proposal to amend it if appropriate. That report shall assess, inter alia:
- (a) the appropriateness of introducing common rules on the need for all Member States to provide for administrative sanctions for insider dealing and market manipulation;
- (b) whether the definition of inside information is sufficient to cover all information relevant for competent authorities to effectively combat market abuse;
- (c) whether the provision on non-disclosure of inside information relating to intermediate steps in a protracted process in Article 17(1) strikes an adequate balance between reducing the burden for issuers and allowing investors to take informed investment decisions; and
- (d) the proportionality of the absolute amounts, as expressed in Article 30(2), points (j)(iii) and (iv), and their appropriateness in relation to micro, small and medium-sized enterprises.
For the purposes of point (a) of the first subparagraph, ESMA shall undertake a mapping exercise of the application of administrative sanctions and, where Member States have decided, pursuant to the second subparagraph of Article 30(1), to lay down criminal sanctions as referred to therein for infringements of this Regulation, of the application of such criminal sanctions within Member States. That exercise shall also include any data made available under Article 33(1) and (2).
By 5 December 2031, the Commission shall submit a report to the European Parliament and to the Council on the functioning of the cross-market order data surveillance mechanism, its impact on the ability of national competent authorities to ensure effective supervision, how to enforce such mechanism, and the merits of the potential inclusion of systematic internalisers in the scope of the mechanism.
By 5 December 2028, the Commission shall, after consulting ESMA, submit a report to the European Parliament and to the Council on the level of the thresholds set out in Article 19(1a), points (a) and (b), in relation to managers’ transactions where the issuer’s shares or debt instruments form part of a collective investment undertaking or provide exposure to a portfolio of assets, with a view to assessing whether that level is appropriate or should be adjusted.
The Commission shall be empowered to adopt delegated acts in accordance with Article 35 adjusting the thresholds in Article 19(1a)(a) and (b), if it determines in that report that those thresholds should be adjusted.
Article 39
Entry into force and application
This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.
It shall apply from 3 July 2016 except for:
- (a) Article 4(2) and (3), which shall apply from 3 January 2018; and
- (b) Article 4(4) and (5), Article 5(6), Article 6(5) and (6), Article 7(5), Article 11(9), (10) and (11), Article 12(5), Article 13(7) and (11), Article 16(5), the third subparagraph of Article 17(2), Article 17(3), (10) and (11), Article 18(9), Article 19(13), (14) and (15), Article 20(3), Article 24(3), Article 25(9), the second, third and fourth subparagraphs of Article 26(2), Article 32(5) and Article 33(5), which shall apply from 2 July 2014.
Member States shall take the necessary measures to comply with Articles 22, 23 and 30, Article 31(1) and Articles 32 and 34 by 3 July 2016.
References in this Regulation to Directive 2014/65/EU and Regulation (EU) No 600/2014 shall, before 3 January 2018, be read as references to Directive 2004/39/EC in accordance with the correlation table set out in Annex IV to Directive 2014/65/EU in so far as that correlation table contains provisions referring to Directive 2004/39/EC.
Where reference in the provisions of this Regulation is made to OTFs, SME growth markets, emission allowances or auctioned products based thereon, those provisions shall not apply to OTFs, SME growth markets, emission allowances or auctioned products based thereon until 3 January 2018.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
ANNEX I
A. Indicators of manipulative behaviour relating to false or misleading signals and to price securing
For the purposes of applying point (a) of Article 12(1) of this Regulation, and without prejudice to the forms of behaviour set out in paragraph 2 of that Article, the following non-exhaustive indicators, which shall not necessarily be deemed, in themselves, to constitute market manipulation, shall be taken into account when transactions or orders to trade are examined by market participants and competent authorities:
- (a) the extent to which orders to trade given or transactions undertaken represent a significant proportion of the daily volume of transactions in the relevant financial instrument, related spot commodity contract, or auctioned product based on emission allowances, in particular when those activities lead to a significant change in their prices;
- (b) the extent to which orders to trade given or transactions undertaken by persons with a significant buying or selling position in a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances, lead to significant changes in the price of that financial instrument, related spot commodity contract, or auctioned product based on emission allowances;
- (c) whether transactions undertaken lead to no change in beneficial ownership of a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances;
- (d) the extent to which orders to trade given or transactions undertaken or orders cancelled include position reversals in a short period and represent a significant proportion of the daily volume of transactions in the relevant financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances, and might be associated with significant changes in the price of a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances;
- (e) the extent to which orders to trade given or transactions undertaken are concentrated within a short time span in the trading session and lead to a price change which is subsequently reversed;
- (f) the extent to which orders to trade given change the representation of the best bid or offer prices in a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances, or more generally the representation of the order book available to market participants, and are removed before they are executed; and
- (g) the extent to which orders to trade are given or transactions are undertaken at or around a specific time when reference prices, settlement prices and valuations are calculated and lead to price changes which have an effect on such prices and valuations.
B. Indicators of manipulative behaviour relating to the employment of a fictitious device or any other form of deception or contrivance
For the purposes of applying point (b) of Article 12(1) of this Regulation, and without prejudice to the forms of behaviour set out in paragraph 2 of that Article thereof, the following non-exhaustive indicators, which shall not necessarily be deemed, in themselves, to constitute market manipulation, shall be taken into account where transactions or orders to trade are examined by market participants and competent authorities:
- (a) whether orders to trade given or transactions undertaken by persons are preceded or followed by dissemination of false or misleading information by the same persons or by persons linked to them; and
- (b) whether orders to trade are given or transactions are undertaken by persons before or after the same persons or persons linked to them produce or disseminate investment recommendations which are erroneous, biased, or demonstrably influenced by material interest.
ANNEX II
Correlation table
| This Regulation | Directive 2003/6/EC |
|---|---|
| Article 1 | |
| Article 2 | |
| Article 2(1)(a) | Article 9, first paragraph |
| Article 2(1)(b) | |
| Article 2(1)(c) | |
| Article 2(1)(d) | Article 9, second paragraph |
| Article 2(3) | Article 9, first paragraph |
| Article 2(4) | Article 10 (a) |
| Point (1) of Article 3(1) | Article 1(3) |
| Point (2) of Article 3(1) | |
| Point (3) of Article 3(1) | |
| Point (4) of Article 3(1) | |
| Point (5) of Article 3(1) | |
| Point (6) of Article 3(1) | Article 1(4) |
| Point (7) of Article 3(1) | |
| Point (8) of Article 3(1) | |
| Point (9) of Article 3(1) | Article 1(5) |
| Point (10) of Article 3(1) | |
| Point (11) of Article 3(1) | |
| Point (12) of Article 3(1) | Article 1(7) |
| Point (13) of Article 3(1) | Article 1(6) |
| Points (14) to (35) of Article 3(1) | |
| Article 4 | |
| Article 5 | Article 8 |
| Article 6(1) | Article 7 |
| Article 6(2) | |
| Article 6(3) | |
| Article 6(4) | |
| Article 6(5) | |
| Article 6(6) | |
| Article 6(7) | |
| Article 7(1)(a) | Article 1(1), first paragraph |
| Article 7(1)(b) | Article 1(1), second paragraph |
| Article 7(1)(c) | |
| Article 7(1)(d) | Article 1(1), third paragraph |
| Article 7(2) | |
| Article 7(3) | |
| Article 7(4) | |
| Article 7(5) | |
| Article 8(1) | Article 2(1), first subparagraph |
| Article 8(2) | |
| Article 8(2)(a) | Article 3(b) |
| Article 8(2)(b) | |
| Article 8(3) | |
| Article 8(4)(a) | Article 2(1)(a) |
| Article 8(4)(b) | Article 2(1)(b) |
| Article 8(4)(c) | Article 2(1)(c) |
| Article 8(4)(d) | Article 2(1)(d) |
| Article 8(4), second subparagraph | Article 4 |
| Article 8(5) | Article 2(2) |
| Article 9(1) | |
| Article 9(2) | |
| Article 9(3)(a) | Article 2(3) |
| Article 9(3)(b) | Article 2(3) |
| Article 9(4) | |
| Article 9(5) | |
| Article 9(6) | |
| Article 10(1) | Article 3(a) |
| Article 10(2) | |
| Article 11 | |
| Article 12(1) | |
| Article 12(1)(a) | Article 1(2)(a) |
| Article 12(1)(b) | Article 1(2)(b) |
| Article 12(1)(c) | Article 1(2)(c) |
| Article 12(1)(d) | |
| Article 12(2)(a) | Article 1(2), first indent of second paragraph |
| Article 12(2)(b) | Article 1(2), second indent of second paragraph |
| Article 12(2)(c) | |
| Article 12(2)(d) | Article 1(2), third indent of second paragraph |
| Article 12(2)(e) | |
| Article 12(3) | |
| Article 12(4) | |
| Article 12(5) | Article 1(2), third paragraph |
| Article 13(1) | Article 1(2)(a), second paragraph |
| Article 13(1) | |
| Article 13(2) | |
| Article 13(3) | |
| Article 13(4) | |
| Article 13(5) | |
| Article 13(6) | |
| Article 13(7) | |
| Article 13(8) | |
| Article 13(9) | |
| Article 13(10) | |
| Article 13(11) | |
| Article 14(a) | Article 2(1), first paragraph |
| Article 14(b) | Article 3(b) |
| Article 14(c) | Article 3(a) |
| Article 15 | Article 5 |
| Article 16(1) | Article 6(6) |
| Article 16(2) | Article 6(9) |
| Article 16(3) | |
| Article 16(4) | |
| Article 16(5) | Article 6(10), seventh indent |
| Article 17(1) | Article 6(1) |
| Article 17(1), third subparagraph | Article 9, third paragraph |
| Article 17(2) | |
| Article 17(3) | |
| Article 17(4) | Article 6(2) |
| Article 17(5) | |
| Article 17(6) | |
| Article 17(7) | |
| Article 17(8) | Article 6(3), first and second subparagraph |
| Article 17(9) | |
| Article 17(10) | Article 6(10), first and second indent |
| Article 17(11) | |
| Article 18(1) | Article 6(3), third subparagraph |
| Article 18(2) | |
| Article 18(3) | |
| Article 18(4) | |
| Article 18(5) | |
| Article 18(6) | |
| Article 18(7) | Article 9, third paragraph |
| Article 18(8) | |
| Article 18(9) | Article 6(10), fourth indent |
| Article 19(1) | Article 6(4) |
| Article 19(1)(a) | Article 6(4) |
| Article 19(1)(b) | |
| Article 19(2) | |
| Article 19(3) | |
| Article 19(4)(a) | |
| Article 19(4)(b) | |
| Article 19(5) to (13) | |
| Article 19(14) | Article 6(10), fifth indent |
| Article 19(15) | Article 6(10), fifth indent |
| Article 20(1) | Article 6(5) |
| Article 20(2) | Article 6(8) |
| Article 20(3) | Article 6(10), sixth indent and Article 6(11) |
| Article 21 | Article 1(2)(c), second sentence |
| Article 22 | Article 11, first paragraph and Article 10 |
| Article 23(1) | Article 12(1) |
| Article 23(1)(a) | Article 12(1)(a) |
| Article 23(1)(b) | Article 12(1)(b) |
| Article 23(1)(c) | Article 12(1)(c) |
| Article 23(1)(d) | Article 12(1)(d) |
| Article 23(2)(a) | Article 12(2)(a) |
| Article 23(2)(b) | Article 12(2)(b) |
| Article 23(2)(c) | |
| Article 23(2)(d) | Article 12(2)(c) |
| Article 23(2)(e) | |
| Article 23(2)(f) | |
| Article 23(2)(g) | Article 12(2)(d) |
| Article 23(2)(h) | Article 12(2)(d) |
| Article 23(2)(i) | Article 12(2)(g) |
| Article 23(2)(j) | Article 12(2)(f) |
| Article 23(2)(k) | Article 12(2)(e) |
| Article 23(2)(l) | Article 12(2)(h) |
| Article 23(2)(m) | Article 6(7) |
| Article 23(3) | |
| Article 23(4) | |
| Article 24(1) | Article 15a(1) |
| Article 24(2) | Article 15a(2) |
| Article 24(3) | |
| Article 25(1) first subparagraph | Article 16(1) |
| Article 25(2) | Article 16(2) and Article 16(4), fourth subparagraph |
| Article 25(2)(a) | Article 16(2), first indent of second subparagraph and Article 16(4) fourth subparagraph |
| Article 25(2)(b) | |
| Article 25(2)(c) | Article 16(2), second indent of second subparagraph and Article 16(4), fourth subparagraph |
| Article 25(2)(d) | Article 16(2) third indent of second subparagraph and Article 16(4) fourth subparagraph |
| Article 25(3) | |
| Article 25(4) | Article 16(2), first sentence |
| Article 25(5) | Article 16(3) |
| Article 25(6) | Article 16(4) |
| Article 25(7) | Article 16(2), fourth subparagraph and Article 16(4), fourth subparagraph |
| Article 25(8) | |
| Article 25(9) | Article 16(5) |
| Article 26 | |
| Article 27(1) | |
| Article 27(2) | |
| Article 27(3) | Article 13 |
| Article 28 | |
| Article 29 | |
| Article 30(1) first subparagraph | Article 14(1) |
| Article 30(1)(a) | |
| Article 30(1)(b) | Article 14(3) |
| Article 30(2) | |
| Article 30(3) | |
| Article 31 | |
| Article 32 | |
| Article 33(1) | Article 14(5), first subparagraph |
| Article 33(2) | |
| Article 33(3) | Article 14(5), second subparagraph |
| Article 33(4) | Article 14(5), third subparagraph |
| Article 33(5) | |
| Article 34(1) | Article 14(4) |
| Article 34(2) | |
| Article 34(3) | |
| Article 35 | |
| Article 36(1) | Article 17(1) |
| Article 36(2) | |
| Article 37 | Article 20 |
| Article 38 | |
| Article 39 | Article 21 |
| Annex |
[^E0001]: Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1).
[^E0002]: Commission Regulation (EC) No 1287/2006 of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards record-keeping obligations for investment firms, transaction reporting, market transparency, admission of financial instruments to trading, and defined terms for the purposes of that Directive (OJ L 241, 2.9.2006, p. 1).
[^E0003]: Directive 2012/30/EU of the European Parliament and of the Council of 25 October 2012 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent (OJ L 315, 14.11.2012, p. 74).
[^E0004]: Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014. on markets in financial instruments and amending Regulation (EU) No 648/2012 (see page 84 of this Official Journal).
[^E0005]: Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications) (OJ L 201, 31.7.2002, p. 37).
[^E0006]: Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC (OJ L 331, 15.12.2010, p. 84).
[^E0007]: Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).
[^E0008]: Commission Delegated Regulation (EU) 2016/908 of 26 February 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council laying down regulatory technical standards on the criteria, the procedure and the requirements for establishing an accepted market practice and the requirements for maintaining it, terminating it or modifying the conditions for its acceptance (OJ L 153, 10.6.2016, p. 3).
[^E0009]: Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38).
[^E0010]: Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338).
[^E0011]: Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (OJ L 335, 17.12.2009, p. 1).
[^E0012]: Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European single access point providing centralised access to publicly available information of relevance to financial services, capital markets and sustainability (OJ L, 2023/2859, 20.12.2023, ELI: http://data.europa.eu/eli/reg/2023/2859/oj).
[^E0013]: Regulation (EC) No 713/2009 of the European Parliament and of the Council of 13 July 2009 establishing an Agency for the Cooperation of Energy Regulators (OJ L 211, 14.8.2009, p. 1).
[^E0014]: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1).
[^E0015]: Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).
[^E0016]: Council Directive 86/635/EEC of 8 December 1986 on the annual accounts and consolidated accounts of banks and other financial institutions (OJ L 372, 31.12.1986, p. 1).
[^E0017]: Council Directive 91/674/EEC of 19 December 1991 on the annual accounts and consolidated accounts of insurance undertakings (OJ L 374, 31.12.1991, p. 7).
[^E0018]: Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises (OJ L 124, 20.5.2003, p. 36).
[^E0019]: Commission Decision 2001/528/EC of 6 June 2001 establishing the European Securities Committee (OJ L 191, 13.7.2001, p. 45).
[^E0020]: Commission Directive 2003/125/EC of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards the fair presentation of investment recommendations and the disclosure of conflicts of interest (OJ L 339, 24.12.2003, p. 73).
[^E0021]: Commission Directive 2003/124/EC of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards the definition and public disclosure of inside information and the definition of market manipulation (OJ L 339, 24.12.2003, p. 70).
[^E0022]: Commission Regulation (EC) No 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments (OJ L 336, 23.12.2003, p. 33).
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