Publication date: January 09, 2026
Disclosure obligations under MAR
Regulation (EU) No 596/2014 of the European Parliament and of the Council of 2014 (the so-called MAR Regulation) imposes a number of key information and disclosure obligations on issuers of financial instruments and persons discharging managerial responsibilities.
The main disclosure obligations contained in the aforementioned regulation include, among others, the disclosure of confidential information, as set forth in Article 17. Under this provision, the issuer of securities must publicly disclose all confidential information that directly concerns it as soon as possible after the issue. All such information should be provided in a manner that ensures prompt access and allows for full public review. However, a delay in disclosure is possible. This situation occurs when immediate disclosure could harm the issuer’s interests, but the delay does not mislead the public, and the issuer is able to ensure the confidentiality of the information. The Polish Financial Supervision Authority must be notified of any delay immediately after the information is published.
Another obligation is established in Article 18 of the Regulation. The issuer of securities (or a person acting on its behalf) must prepare and continuously update so-called insider lists, i.e., lists of individuals with access to specific confidential information. These lists must be made available to the Polish Financial Supervision Authority upon request.
The third disclosure requirement is contained in Article 19 of the Market Abuse Regulation (MAR). Persons discharging managerial responsibilities (so-called insiders, e.g., the CEO of a company issuing securities) and persons closely associated with them are required to notify the issuer and the Polish Financial Supervision Authority (KNF) of each transaction concluded on their own account involving the issuer’s financial instruments. Insiders and persons closely associated with them must inform the issuer and the KNF of each transaction concluded on their own account above a specific threshold, which is determined separately for each calendar year. Closed periods apply (30 days before the publication of the company’s financial report) when such transactions are prohibited.
Under Article 11, any market participant disclosing information as part of market sounding must comply with documentation and assessment procedures when the data disclosed constitutes confidential information. Violation of these obligations is subject to severe administrative and financial sanctions imposed by supervisory authorities.
Under Article 7 of the MAR Regulation, inside information includes precisely defined information that has not been made public, relating, directly or indirectly, to one or more issuers or one or more financial instruments, and that, if made public, would be likely to have a significant effect on the prices of those financial instruments or on the prices of related derivative financial instruments. Inside information in relation to derivatives is information that has not been made public and relates to one or more derivative instruments (directly or indirectly) or spot commodity contracts (directly) related to the above-mentioned instruments.
Inside information in relation to emission allowances or auctioned products based on them is information that relates to one or more of these instruments and, if made public, would have a significant effect on the prices of these instruments.
Finally, the MAR Regulation also treats as confidential information provided by the client or by other persons acting on his behalf, which is related to the management of the issuer’s account or his own fund and which is related to orders relating to financial instruments in progress.
This obligation is established in Article 72 1 of the Civil Code. According to this provision, if a party has disclosed confidential information during negotiations, the other party is obligated not to disclose or transfer this information to third parties. The party should also refrain from using the confidential information for its own purposes, provided that the parties may agree otherwise. Paragraph 2 of the provision establishes the liability of the entity that disclosed the confidential information. The other party may then demand compensation for damages or the surrender of any benefits gained.
Parties often enter into confidentiality agreements before entering into negotiations. Businesses enter into NDAs (non-disclosure agreements), which should include the following provisions:
Conflict between disclosure obligations and trade secrets
Article 17, section 4 provides for the possibility of delaying the disclosure of confidential information to the public in order to protect the business secrets of the issuer (or the entity for which the issue is being made). The article provides for three conditions that must be met cumulatively:
A similar exemption is provided in paragraph 5 of the aforementioned article for issuers that are credit or financial institutions, or parent entities of such institutions. Delays in disclosing confidential information are possible if: disclosing confidential information poses a threat to the financial stability of the issuer and the financial system, the delay is in the public interest, the confidentiality of the information can be ensured, and the Polish Financial Supervision Authority (KNF) has approved the delay. All four conditions must be met cumulatively.
The concept of the issuer’s legitimate interests is currently interpreted in legal doctrine not as a threat to the issuer’s legitimate interests or the absence of a risk of misleading the public. This interest is understood more broadly, i.e., as a threat to the issuer’s legitimate interests (general clause). It is also noted that the hypotheses of Article 17(4) and (5) of the MAR Regulation intersect with the provisions of (4) taking precedence. The legal doctrine typically associates the issuer’s legitimate interests with the information privileges of other entities.