The EU Listing Act reforms are leading to notable divergence between the EU and UK market abuse regimes, with key changes impacting disclosure requirements for issuers.

By Mark Austin, Nicola Higgs, James Inness, Rob Moulton, Anna Ngo, Jonathan Ritson-Candler, Charlotte Collins, and Johannes Poon

Until recently, the UK and EU post-Brexit market abuse regimes remained substantially aligned. However, the passing of the EU Listing Act reforms in 2024 has meant that UK and EU MAR have started to diverge meaningfully for the first time and we must now start to consider them as separate regimes. Although most of the changes to EU MAR took effect in late 2024, arguably the most impactful amendment (to when issuers need to announce inside information in certain circumstances) will not take effect until mid-2026. Generally, the EU Listing Act changes to EU MAR seek to reduce the regulatory burden for issuers and thereby make EU capital markets more attractive. Therefore, the amendments do not change the core offences under MAR or the definition of inside information, but rather aim to address some of the more onerous compliance aspects that issuers face and make these requirements more proportionate.

Notably, although UK MAR is due for review as part of the broader exercise of repealing and restating assimilated law initiated under the Edinburgh Reforms, the timing for this is unclear and neither HM Treasury nor the FCA has indicated which, if any, areas of UK MAR it might seek to change. There is no suggestion as yet that the UK will seek to replicate the changes being made to EU MAR. However, as many of the changes focus on making the regulatory environment more competitive, the UK is likely to consider whether it should be making similar, or indeed more wide-reaching, reforms to UK MAR as part of its pro-growth agenda.

In this article, we outline the key changes that the EU Listing Act has introduced or will introduce to EU MAR, how the changes create divergence with UK MAR, and what we think the implications are for market practice.

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