(fra kommisjonsforordningen)

(1) Article 19(11) of Regulation (EU) No 596/2014 prohibits persons discharging managerial responsibilities from trading certain financial instruments during a period of 30 calendar days before the issuer’s financial reporting (closed period), unless an exemption applies. Regulation (EU) 2024/2809 of the European Parliament and of the Council amended Article 19(12) of Regulation (EU) No 596/2014 to extend the scope of the exemptions to cover financial instruments other than shares. That amendment to Article 19(12) of Regulation (EU) No 596/2014 should be reflected in Commission Delegated Regulation (EU) 2016/522. 

(2) Over the last years, the trading landscape in the Union has changed considerably with the proliferation of trading venues. Such proliferation poses important supervisory challenges, as trading in financial instruments frequently takes place across multiple venues and across borders in the Union. That heightens the risk that market abuse practices involve multiple trading venues located in different Member States. To address that challenge, Article 25a of Regulation (EU) No 596/2014 requires competent authorities supervising trading venues with a significant cross-border dimension to set up a mechanism to exchange on an ongoing basis order data on financial instruments obtained from those trading venues in accordance with Article 25 of Regulation (EU) No 600/2014. Pursuant to Article 25a of Regulation (EU) No 596/2014, at a first stage, by 5 June 2026, competent authorities are required to set up a mechanism to allow for the ongoing and timely exchange of order data on shares. At a second stage, by 5 June 2028, that mechanism is to be extended to also cover order data on bonds and futures. Article 25a(7) of Regulation (EU) No 596/2014 empowers the Commission to establish a list of designated trading venues that have a significant cross-border dimension in the supervision of market abuse. Based on a data analysis of the European Securities and Markets Authority (‘ESMA’), and taking into account the criteria set out in Article 25a(7) of Regulation (EU) No 596/2014, the Commission has identified the trading venues that have a significant cross-border dimension in the supervision of market abuse with regard to shares. Delegated Regulation (EU) 2016/522 should be amended to include the list of those identified trading venues. 

(3) The Commission specified the indicators of market manipulation laid down in Annex I to Regulation (EU) No 596/2014 in Annex II to Delegated Regulation (EU) 2016/522. Building on the competent authorities' experience in the supervision of market abuse, and considering technical developments, including the use of algorithmic trading techniques, it is necessary to update Annex II to Delegated Regulation (EU) 2016/522 to specify that, when applying the indicators of market manipulation, market participants and competent authorities should consider that market manipulation can be carried out in time spans that are shorter or longer than a day or a trading session, in particular where market manipulation concerns less liquid financial instruments or involves algorithmic trading. Market manipulation may also be carried out through orders to trade or transactions that lead to significant changes in the volume of an instrument. It is therefore also necessary to specify that, when applying Indicators A(a) and A(d) of Annex I to Regulation (EU) No 596/2014, market participants and competent authorities may also consider orders to trade or transactions that lead to a significant change in the volume, and not only in the price, of a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances. Furthermore, to take into account the possibility of indirect exposures, it is necessary to specify that, for the purposes of Indicator A(b) of Annex I to Regulation (EU) No 596/2014, market participants and competent authorities may also consider orders to trade or transactions by persons that do not have a significant buying or selling position but that have a significant interest in or exposure to a change of price of the relevant instrument, including through margin calls or debt covenants. To enhance legal clarity and ensure supervisory convergence, it is also appropriate to further specify certain elements of Indicators A(b), A(d), and A(e). Finally, it is necessary to correct erroneous cross-references. 

(4) As the determination of the scope of the permission to trade during closed periods, the identification of trading venues with a significant cross-border dimension, and the revised indicators of market manipulation seek to enhance the effectiveness of the market abuse framework, notably by strengthening the competent authorities’ abilities to identify and enforce cases of market abuse, this Regulation lays downs provisions based on the mandates set out in Article 12(5), Article 19(13), and Article 25a(7) of Regulation (EU) No 596/2014. 

(5) Delegated Regulation (EU) 2016/522 should therefore be amended accordingly,