We design and implement market abuse prevention and detection systems for listed issuers, financial intermediaries, asset managers and market operators, covering MAR, CSMAD, LMVSI (the Spanish Securities Markets and Investment Services Act, Law 6/2023) and the new Listing Act regime, which takes effect on June 5, 2026.
Are you ready for the Listing Act? Free assessment
Tell us your role (issuer, intermediary, asset manager, PDMR…) and we will tell you which MAR obligations apply to you and what needs updating before June 5, 2026.
Six building blocks of a sound market abuse prevention and detection protocol, tailored to the profile of the obliged entity and to the Listing Act changes (Regulation (EU) 2024/2809).
We analyze your profile (listed issuer, intermediary, asset manager, PDMR, market operator) and determine which MAR articles apply: inside information (Art. 17), insider lists (Art. 18), PDMRs (Art. 19), market soundings (Art. 11), STORs (Art. 16) and investment recommendations (Art. 20).
An internal procedure to identify, assess, delay and disclose inside information under MAR Art. 17. It includes the new regime for protracted processes, applicable from June 5, 2026.
Design and management of insider lists under the applicable RTS: permanent list, deal-specific lists, and the lighter format for issuers on SME growth markets.
PDMR policy: transaction notifications (€20,000 threshold), closed periods, records, and reporting to the CNMV and the market.
A market sounding protocol with wall-crossing (Art. 11) and a system to detect and report suspicious transactions and orders (STORs) under MAR Art. 16.
Application of MiCA Title VI to market abuse in crypto-assets admitted to trading, and a full review of your MAR system to adapt it to the Listing Act and the new ESMA guidelines.
An IBEX-listed issuer, an issuer on BME Growth or BME Scaleup, an investment bank, an investment firm with a markets desk, an SGEIC/SGIIC manager or a crypto-asset platform: each profile triggers different MAR obligations. A tailored protocol is the only way to make it work.
"For a company listed on the Spanish continuous market, a complete MAR system is non-negotiable: an inside information protocol, permanent and deal-specific insider lists, a PDMR policy, market soundings when it issues securities, and a full Listing Act review."
"Issuers on BME Growth or BME Scaleup benefit from lighter regimes (simplified insider lists, some flexibility on disclosure), but the core of MAR — inside information, PDMRs, market abuse — still applies."
"Investment banks, investment firms with a markets desk and trading venue operators: the critical obligations are STORs (Art. 16), market soundings when they arrange placements, and review of the investment recommendations they publish."
"Fund managers sit on both sides of MAR: as institutional investors that may receive market soundings, and as entities required to monitor internal insider trading and confidentiality agreements."
"MiCA Title VI introduces a parallel market abuse regime for crypto-assets admitted to trading. Same logic as MAR, but applied to CASPs, white papers and secondary crypto markets."
Market abuse carries administrative and criminal penalties: fines on the entity, disqualification of managers, civil liability to investors and, in the most serious cases, prison for insider dealing or price manipulation (Art. 285 of the Criminal Code).
The LMVSI provides for fines of up to €5 million or 15% of annual turnover for very serious market abuse infringements, under the regime adopted by Member States following CSMAD.
Art. 285 of the Criminal Code makes insider dealing and price manipulation criminal offenses. Prison sentences and fines apply when the profit exceeds €600,000 or serious harm is caused.
Managers involved in market abuse can be disqualified from managing supervised entities, in addition to a personal fine. Permanent reputational damage.
The most expensive mistake: having an inside information protocol that was copied and never put into practice. The CNMV checks that the system actually works: minutes of the inside information committee, an up-to-date insider list, evidence of delay decisions.
The Listing Act requires protocols to be reviewed before June 5, 2026: it changes the regime for protracted processes (only the final event is disclosed), the conditions for delaying disclosure and the penalty regime.
MiCA Title VI has applied since December 30, 2024 to market abuse in crypto-assets admitted to trading. It is a regime parallel to MAR for crypto-assets that are not financial instruments.
The Listing Act changes the regime for protracted processes, delayed disclosure and penalties. Knowing which obligations apply to your role (issuer, intermediary, asset manager, PDMR) is the first step. We tell you in 5 questions.
Market abuse is the set of behaviors that undermine the integrity and proper functioning of financial markets. Regulation (EU) 596/2014 (MAR) and Directive 2014/57/EU (CSMAD) prohibit three main types of conduct:
In Spain, the regime is completed by Title VII of Law 6/2023 (LMVSI) and Article 285 of the Criminal Code.
Regulation (EU) 596/2014 (Market Abuse Regulation, MAR) is the directly applicable EU regulation that governs market abuse. It applies to:
The regime has been amended by the Listing Act (Regulation (EU) 2024/2809) on several points, with staggered effects between December 2024 and June 2026.
Article 7 of MAR defines inside information as information that meets four cumulative conditions:
The Listing Act keeps the definition but limits the disclosure obligation to the final circumstances in protracted processes (M&A, reorganizations), rather than each intermediate step. This change applies from June 5, 2026.
A listed issuer’s main obligations are:
The insider list is the mandatory record that listed issuers, and anyone acting on their behalf, must keep of all persons with access to inside information. It is governed by MAR Art. 18 and the related RTS.
There are two types:
The Listing Act allows more issuers (not only those on SME growth markets) to use the lighter insider list format, once ESMA finalizes the new ITS.
PDMRs (persons discharging managerial responsibilities) are the issuer’s directors and senior executives, together with persons closely associated with them (spouses, dependent relatives, controlled companies, etc.).
Under MAR Art. 19 they must:
The issuer must publish the notified transactions and keep the list of PDMRs and closely associated persons up to date.
A market sounding is a communication by an issuer (or an intermediary acting on its behalf) to one or more potential investors to gauge their interest in a possible transaction — placement, issuance, capital increase, M&A — before it is publicly announced.
MAR Art. 11 allows market soundings provided strict requirements are met: formal wall-crossing of the recipient, a warning that they will receive inside information, a written record of the sounding, and control over the persons involved. If done badly, a sounding can amount to unlawful disclosure of inside information.
The Listing Act has clarified the scope of the regime and, in some cases, simplified the obligations when the information is not inside information.
A STOR (suspicious transaction and order report) is the mandatory report to the CNMV of any transaction or order that could constitute market abuse. It is governed by MAR Art. 16.
STORs must be submitted by market operators and investment firms that operate trading venues and, more generally, by anyone who professionally arranges or executes transactions. Detection must rely on effective systems and procedures, proportionate to the intermediary’s profile.
It is not optional: failing to have an effective STOR system, or failing to submit STORs, is in itself a serious infringement.
The Listing Act (Regulation (EU) 2024/2809) amends MAR in stages. Most changes apply from December 4, 2024 (market soundings, €20,000 PDMR threshold, insider lists). The critical changes applicable from June 5, 2026 are:
All listed issuers should review their MAR protocols before that date.
Two parallel regimes apply, depending on the nature of the crypto-asset:
The prohibitions are equivalent (inside information, manipulation, unlawful disclosure) but adapted to the specific features of crypto-assets. CASPs and issuers must implement specific protocols.
The penalty regime operates on two levels:
A financial intermediary (bank, investment firm, asset manager) needs a comprehensive system to prevent internal insider trading, including:
Knowing the difference between what MAR prohibits and what it allows is critical: mistaking a legitimate transaction for suspicious activity blocks business, and mistaking abusive conduct for normal trading exposes you to penalties.
Conduct that MAR DOES prohibit
Trading financial instruments on the basis of non-public inside information, whether directly or by otherwise taking advantage of it (insider dealing).
Disclosing inside information outside the normal exercise of an employment, profession or duties. This includes dropping hints or "recommending" trades based on it.
Transactions or orders that give, or are likely to give, false signals about supply, demand or price (wash trades, layering, spoofing, marking the close, pump and dump).
Spreading information or rumors (including through the media or social networks) that give, or are likely to give, false signals about financial instruments in order to influence their price.
Conduct that is NOT market abuse
Share buyback programs carried out under Commission Delegated Regulation (EU) 2016/1052 and within the authorized volumes and prices.
Stabilization of financial instruments after a significant offering, within the time limits and conditions of Commission Delegated Regulation (EU) 2016/1052.
Soundings ahead of a transaction, carried out with the wall-crossing protocol, records and warnings required by MAR.
Investment decisions based solely on public information, the investor’s own analysis and the reasonable conclusions of a professional investor.
The line is drawn by inside information and the purpose of the transaction. If you have doubts about a specific trading practice, ask us for a tailored analysis.
The EU market abuse regime operates on three levels: three pieces of legislation, three purposes and two different subject-matter scopes (financial instruments vs crypto-assets). It pays to keep them clear.
| Feature | MAR | CSMAD | MiCA Title VI |
|---|---|---|---|
| Legislation | Regulation (EU) 596/2014 | Directive 2014/57/EU | Regulation (EU) 2023/1114 |
| Nature | Administrative + penalty regime | Criminal regime | Administrative + penalty regime |
| Subject-matter scope | Financial instruments admitted to trading | Same conduct, criminal penalties | Crypto-assets admitted to trading that are not financial instruments |
| Implementation in Spain | Directly applicable | LMVSI + Criminal Code Art. 285 | Directly applicable |
| Prohibited conduct | Insider dealing, manipulation, unlawful disclosure | Same, in more serious forms | Equivalent, adapted to crypto-assets |
| Supervisor in Spain | CNMV | Criminal courts | CNMV |
| Listing Act | Staggered reform 2024–2026 | Not directly affected | Not affected |
| Typical subjects | Issuers, intermediaries, PDMRs | Individuals / managers | Crypto-asset issuers, CASPs |
| Penalties | Up to €5 million or 15% of turnover | Prison + fine | Up to €5 million or 15% of turnover |
| In force in Spain | Since 2016 (LMVSI since 2023) | In force | Since Dec 30, 2024 |
The three regimes coexist. The same conduct can trigger administrative penalties under MAR/MiCA and, in addition, criminal liability under CSMAD if the thresholds of Art. 285 of the Criminal Code are met.
Six common profiles and the set of MAR obligations each one must operate. The scope of the system depends on the role the entity plays in the market.
Listed on a regulated market, with M&A, capital increases and recurring issuances. An operational inside information policy, active insider lists, monitored PDMRs and a disclosure committee.
A company on an SME growth market with a lighter transparency regime and simplified insider lists, but with the core of MAR fully applicable.
An investment bank or investment firm with a markets desk, a research department, and underwriting and placement activity. Market soundings, investment recommendations, STORs.
Managers that may receive market soundings as institutional investors, and that have internal obligations on fund managers’ personal transactions and access to sensitive information.
A director, senior executive or closely associated person of a listed company. Personal notification obligations and closed-period discipline.
A crypto-asset issuer with a white paper, ARTs or EMTs admitted to trading, or a CASP that operates a secondary trading platform. Parallel market abuse regime under MiCA.
Can’t find your profile here? Tell us about your situation and we will design a MAR system tailored to you.
On the left, the six operational blocks of a MAR system. On the right, a 5-question test that tells you which specific obligations apply depending on whether you are an issuer, intermediary, asset manager, PDMR or crypto-asset CASP.
Key date: June 5, 2026
The critical Listing Act changes to MAR take effect: protracted processes, delayed disclosure and a new penalty regime. All listed issuers should have their MAR protocol reviewed before that date.
Inside information committee, assessment criteria, documented delay decisions and disclosure as soon as possible. Adaptation to the protracted processes regime from Jun 5, 2026.
Permanent list + deal-specific lists for each project. Identity, date and time of access. Lighter format for issuers on SME markets and, after the Listing Act, for more issuers.
Notification of managers’ transactions within 3 business days, closed periods before results, identification of closely associated persons and disclosure to the market.
A wall-crossing protocol before any sounding, formal warnings to the recipient, written records and traceability. Clarifications after the Listing Act on when it does not apply.
A system to detect suspicious transactions or orders and submit STORs to the CNMV. Applies to market operators, investment firms and banks that execute or arrange transactions.
The CNMV detects MAR systems that exist on paper but are not operated. The penalty is not for the conduct but for failing to comply with the obligation to have an effective system. An insider list that is not kept up to date = a direct infringement.
A MAR system is not a PDF: it is a set of operating procedures, records and decisions that must work day to day. These are the 10 key steps to design and implement an effective MAR system.
Determine whether you are a full issuer, an SME issuer, an intermediary, an asset manager, a PDMR or a CASP. Each profile triggers a different set of MAR/CSMAD/MiCA obligations.
The CNMV checks that the system works: minutes of the inside information committee, an insider list updated in real time, wall-crossing records, evidence of STOR detection.
Protracted processes, delayed disclosure and the new penalty regime require a review of manuals, internal procedures and training. The window is weeks, not months.
Do you want to review the current state of your MAR system or build it from scratch? See our securities market regulation services or our corporate compliance practice.
An effective MAR system is not a manual: it is five operating procedures that run side by side within the entity and must show continuous evidence of application. Here is a visual overview of the building blocks.
1) Art. 17Identification, assessment, decision to delay or disclose, and disclosure to the market. A critical change from Jun 5, 2026 for protracted processes.
2) Art. 18Permanent list + deal-specific lists for each project. Official RTS format, identity, date and time of access. Lighter for SME issuers (and, after the Listing Act, for more profiles).
3) Art. 19Identification of PDMRs and closely associated persons, closed periods before results, a €20,000 notification threshold (which can be raised to €50,000 at national discretion), and notification to the issuer and the CNMV.
4) STOR + soundingsA system to detect suspicious transactions or orders (Art. 16) and a protocol for prior market soundings with wall-crossing (Art. 11). The Listing Act has simplified part of the regime but requires clearer documentation.
Decision mapMAR + LMVSI + CSMAD (criminal, Art. 285 of the Criminal Code). Applies to every listed issuer and to anyone trading in the market.
If they are financial instruments: MAR. If they are under the DLT Pilot Regime: MAR + specific adaptations.
MiCA Title VI (Regulation (EU) 2023/1114). A parallel regime for CASPs, issuers and secondary crypto markets.
Definition of inside information: precise, not public, relating to issuers or instruments, and likely to affect the price (reasonable investor).
Documented criteria, typical cases analyzed in advance, a committee issuing reasoned decisions.
Prohibition on trading, recommending or inducing others to trade on the basis of inside information; prohibition of market manipulation.
Internal policy, training, automated controls on employee trading.
Public disclosure as soon as possible. Justified delay regime. Protracted processes: final event only (Jun 5, 2026).
Procedure, communications with the CNMV, archived delay decisions, market announcements.
Permanent + deal-specific lists under the RTS. Lighter format for SMEs and, after the Listing Act, for more issuers.
Live lists in a system (not a standalone Excel file), date/time of access, acknowledgments from recipients, 5-year retention.
Notification of transactions > €20,000 within 3 days, closed periods, disclosure of transactions.
Closed-period calendar, forms, notifications, market announcements, CNMV filing records.
Market soundings, STORs (detection + reporting) and investment recommendations with disclosures.
Wall-crossing templates, records, submitted STORs, recommendations with complete disclosures.
Find them in your system before they do.
This is not an authorization: it is an adaptation process. A realistic implementation plan to review protocols, train teams and have the MAR system up and running before the critical Listing Act provisions take effect.
Identification of the obliged-entity profile (full issuer, SME, intermediary, asset manager, PDMR, CASP). Inventory of current MAR procedures and gap analysis against MAR + Listing Act + MiCA. Output: a roadmap specific to the entity.
1 – 2 weeksDocumentary and operational audit of current protocols: inside information, insider lists, PDMRs, market soundings, STORs. Identification of formal and operational breaches. Collection of evidence of use.
2 – 3 weeksUpdating the inside information protocol for the new protracted processes regime, delayed disclosure under the new conditions, the new penalty regime, and lighter-format insider lists for eligible issuers.
3 – 5 weeksImplementing or configuring insider list tools, the STOR system (alerts, criteria), PDMR notification workflows and wall-crossing templates. Connection with the regulatory archive.
4 – 8 weeksTraining program for PDMRs, managers, treasury teams, compliance, research and investment banking. Dedicated sessions on the Listing Act, protracted processes and new STOR obligations.
2 – 3 weeksDry runs of inside information assessments in M&A processes, insider list audits, review of PDMR transactions pending disclosure, STOR dry runs. Internal audit before Jun 5, 2026.
3 – 4 weeksOngoing operation: an active inside information committee, live lists, monitored PDMRs, STORs generated, annual training, reviews after new ESMA guidelines, 5-year retention. CNMV supervision does not end; it intensifies.
OngoingMistakes that lead to requests for information, administrative penalties or, in the most serious cases, criminal liability for managers. Spot them before the CNMV does.
Treating information that meets the MAR Art. 7 criteria (precise, not public, likely to affect the price) as merely "confidential." This mistake delays disclosure or prevents the delay regime from being applied correctly.
Keeping the insider list as a standalone Excel file, with no version control, no acknowledgment from insiders and no record of who accessed what and when. It is one of the CNMV’s most common findings.
Managers who are unaware of the obligation to notify transactions, who miscalculate the threshold or who trade during a closed period without realizing it. Each mistake is an infringement in itself.
A STOR system documented in the manual but with no real alerts, no technical detection criteria, no escalated cases and no STORs actually submitted to the CNMV. Formal existence is no substitute for real effectiveness.
Conducting market soundings by phone or email with no formal protocol: no prior wall-crossing, no written warning to the recipient, no record. This turns a legitimate sounding (MAR Art. 11) into unlawful disclosure of inside information.
Operating with MAR protocols drafted in 2018–2020 and not updated for the Listing Act. This is especially critical for protracted processes (M&A) and for the delayed disclosure regime, which change substantially on Jun 5, 2026.
We are not generalist consultants. For years we have advised listed issuers, investment firms, asset managers and CASPs on MAR systems and market abuse procedures. Financial regulation is the only field we play in.
We have advised issuers, intermediaries and asset managers on complete MAR systems: inside information, insider lists, PDMRs, market soundings, STORs and Listing Act adaptation.
MAR, MiCA Title VI, MiFID II and AML/CFT systems are our core specialty. We do not do generalist corporate work.
A substantive answer to regulatory queries in under 24 business hours. Critical when an inside information situation arises or a PDMR question comes up.
We don’t just draft manuals: we support you in the inside information committee, in the day-to-day management of insider lists, in STOR dry runs and in adapting to the Listing Act.
If you are going to speak with the CNMV, your issuer’s inside information committee or your investment bank, these are the 12 terms that will come up in every conversation. Master them first.
Regulation (EU) 596/2014, the core EU legislation of the market abuse regime. Amended by the Listing Act in 2024–2026.
Directive 2014/57/EU, which governs criminal sanctions for market abuse. Implemented in Spain through Art. 285 of the Criminal Code.
The Spanish Securities Markets and Investment Services Act. Its Title VII governs the administrative market abuse regime in Spain.
Reform of the Prospectus Regulation, MAR and MiFIR. Amends MAR with staggered effects between Dec 2024 and Jun 2026.
Precise, non-public information relating to issuers or financial instruments that is likely to have a significant effect on prices.
Prohibited conduct consisting of trading financial instruments using non-public inside information.
Transactions or orders that give, or are likely to give, false signals about supply, demand or price, or that secure the price at an artificial level.
A person discharging managerial responsibilities: directors and senior executives, and persons closely associated with them.
Mandatory record of persons with access to inside information. Permanent + deal-specific. Official RTS format.
Mandatory report to the CNMV of transactions or orders suspected of constituting market abuse.
A communication by an issuer or intermediary to potential investors to gauge interest in an upcoming transaction. Specific regime.
The formal step by which an investor agrees to receive inside information in the context of a market sounding, with all the restrictions that entails.
Tell us your role (issuer, intermediary, asset manager, PDMR, CASP) and the current state of your protocols. We will guide you on the critical steps before June 5, 2026.
We reply in less than 24 h
Before designing or reviewing your MAR system, you should have a firm grasp of the core legislation and the supervisors’ guidance. These are the resources we use most.
Consolidated text of the Securities Markets and Investment Services Act, with Title VII devoted to the market abuse penalty regime in Spain.
Read on BOE EUR-LexConsolidated text of the Market Abuse Regulation. Core legislation, directly applicable throughout the EU.
Read MAR EUR-LexReform of the Prospectus Regulation, MAR and MiFIR. Includes the staggered changes affecting MAR between Dec 2024 and Jun 2026.
Read the Listing Act EUR-LexDirective on criminal sanctions for market abuse. Implemented in Spain through Art. 285 of the Criminal Code and supplementary provisions.
Read CSMAD CNMVThe CNMV’s official page with criteria, STOR forms, guidance on insider lists and PDMRs, and published penalties.
Go to the CNMV ESMADocuments from the European Securities and Markets Authority: MAR Q&A, technical guidelines, ITS, and non-exhaustive lists of final circumstances in protracted processes.
See ESMAThe market abuse regime in Spain rests on four pieces of legislation that coexist and complement each other: Regulation (EU) 596/2014 (MAR), Directive 2014/57/EU (CSMAD), Law 6/2023 on Securities Markets and Investment Services (LMVSI) and, for crypto-assets, Title VI of Regulation (EU) 2023/1114 (MiCA). The CNMV is the competent authority for supervision, investigation and administrative penalties, while the most serious conduct triggers criminal liability under Art. 285 of the Criminal Code.
MAR prohibits three core types of conduct: insider dealing, unlawful disclosure of inside information and market manipulation. All three hinge on the same basic concept — inside information under MAR Art. 7: precise, not public, relating to issuers or instruments, and likely to affect the price if made public.
An issuer with securities admitted to trading on a regulated market or an MTF must have a complete inside information protocol (Art. 17), permanent and deal-specific insider lists (Art. 18), a PDMR policy with closed periods and notifications (Art. 19), a market sounding protocol (Art. 11) and, where applicable, a STOR system (Art. 16). The Listing Act has updated several of these obligations with staggered effects.
Regulation (EU) 2024/2809 amends MAR. Most changes have applied since December 4, 2024 (market soundings, €20,000 PDMR threshold, lighter insider lists). The critical changes applicable from June 5, 2026 are: the protracted processes regime (issuers no longer disclose intermediate steps, only the final event), the new conditions for delaying disclosure and the new penalty regime that Member States must transpose.
Since December 30, 2024, MiCA Title VI has established a parallel market abuse regime for crypto-assets admitted to trading that are not financial instruments (ARTs, EMTs, other crypto-assets). The logic is equivalent to MAR but adapted to the specific features of the crypto market: issuers with a white paper, authorized CASPs and secondary crypto markets must implement specific protocols.
Key legislation, linked to the official text:
Legislation and links reviewed in .
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