(fra kommisjonsforordningen)

(1) The non-exhaustive list of final events or final circumstances in protracted processes referred to in Article 17(12), point (a), of Regulation (EU) No 596/2014 should facilitate the identification of the moment when disclosure of inside information is required pursuant to Article 17(1) of that Regulation. It follows that such list should be as extensive as possible, by including the protracted processes that are most common to issuers. A protracted process involves a series of actions, steps, or decisions spread in time which need to be performed, at least in part, by an issuer, to achieve an intended objective or result. 

(2) To accommodate Member States’ specificities, including with respect to company law, insolvency law and rules governing judicial or administrative proceedings, the nonexhaustive list of final events or final circumstances in protracted processes should be drawn up in a generic manner. Market participants and competent authorities should use that list in the light of all relevant Union and national law. 

(3) The non-exhaustive list of final events or final circumstances in protracted processes should apply without prejudice to the assessment of whether, under the circumstances of a specific case, a protracted process gives rise to inside information. It follows that when, in a specific case, the information relating to a final event or final circumstances in a protracted process included in the non-exhaustive list does not qualify as inside information pursuant to Article 7 of Regulation (EU) No 596/2014, an issuer should not be under the obligation to disclose that information under Article 17(1) of that Regulation. 

(4) National law, or the by-laws, or the statute of an issuer may require that the supervisory board approves a decision. To account for issuers with a two-tier board structure, that supervisory board should fulfil the role of an issuer’s governing body for complying with the relevant moment of disclosure set out in the non-exhaustive list of final events or final circumstances in protracted processes. To ensure timely disclosure where the supervisory board of an issuer is to endorse the decision of the management board, the internal decision-making process of that issuer should provide for the decision of the supervisory board to be taken as soon as possible after the decision of the management board. 

(5) To account for situations where, in a protracted process, the board of directors of an issuer has delegated any of its powers or functions to a committee or to an executive director, including a Chief Executive Officer, or where a committee or an executive director is entitled to act on behalf of an issuer, that committee or executive director should fulfil the role of an issuer’s governing body for complying with the relevant moment of disclosure set out in the non-exhaustive list of final events or final circumstances in protracted processes. 

(6) To account for differences in national company laws across the Union, in cases where national company law requires that a decision by the issuer’s governing body as referred to in the non-exhaustive list of final events or final circumstances in protracted processes is approved by the shareholders and where that list refers to a decision by the issuer’s governing body as the relevant moment of disclosure, the decision by that governing body to submit a proposal to the shareholders for approval should constitute the relevant moment of disclosure. 

(7) To enhance legal clarity for issuers that are credit institutions, the non-exhaustive list of final events or final circumstances in protracted processes should include protracted processes that are specific to the recovery and resolution of credit institutions. However, certain recovery and early intervention measures set out in Directive 2014/59/EU of the European Parliament and of the Council are not specific to the recovery and resolution of credit institutions but rather correspond to protracted processes that are common to all issuers. It follows that, for those common protracted processes, to identify when disclosure of inside information should take place, credit institutions should refer to the section of the non-exhaustive list covering protracted processes that relate to the business strategy of an issuer. For the same reason, the nonexhaustive list of final events or final circumstances in protracted processes should also include protracted processes relating to the preparation for resolution action with respect to insurance and reinsurance undertakings. 

(8) Given the non-exhaustive nature of the list of final events or final circumstances in protracted processes, the identification of final events or final circumstances with respect to protracted processes not included in that list should remain subject to a caseby-case assessment. That means that issuers should remain responsible for the identification of the final event or final circumstances and of the relevant moment of disclosure. In such cases, issuers should be able to rely on the non-exhaustive list, provided that there are similarities between final events or final circumstances in protracted processes not included in the list and those included in the list. To demonstrate compliance with Article 17(1) of Regulation (EU) No 596/2014, an issuer should, upon the request of the competent authority, be able to substantiate the reasons for the identification of the final event or the final circumstances and the relevant moment of disclosure.

(9) The non-exhaustive list of situations referred to in Article 17(12), point (b), of Regulation (EU) No 596/2014 should provide legal certainty to issuers and emission allowance market participants when assessing whether there is a contrast between the inside information that they intend to delay disclosing and their latest public announcement or other type of communication on the same matter. Exceptionally, in cases where it is not possible to draw a clear conclusion as to whether there is a contrast only on the basis of the latest public announcement or other type of communication, an issuer or an emission allowance market participant should also consider previous announcements or communications. 

(10) To enhance legal clarity for issuers and emission allowance market participants when assessing whether the inside information is in contrast with previous public announcements or other type of communication, it is necessary to provide a list of types of communication that issuers and emission allowance market participants should take into account in their assessment,