A legislative package with several application dates
The Listing Act is a package of EU measures intended to simplify access to the capital markets while maintaining effective investor protection. It amends, among other legislation, the Prospectus Regulation and MAR, with provisions applying at different times.
It is therefore risky to treat the reform as one change with one commencement date. Issuers must check which provision applies to the transaction or disclosure assessment in question and whether relevant delegated measures or guidance have been issued.
For the board, the practical objective is to ensure that the company reaches the right decision at the right time. Legal analysis, documentation and communication should therefore be updated together.
Protracted processes and intermediate steps
The disclosure framework for protracted processes has changed. As a starting point, an issuer is not required to disclose every intermediate step, but must disclose the final event or circumstance once it occurs. This may be relevant to negotiations, material agreements and transactions developing over time.
This does not make intermediate information irrelevant. The company must still identify inside information, preserve confidentiality, maintain relevant insider lists and prevent unlawful disclosure. If confidentiality is lost or a rumour is sufficiently precise, disclosure may become necessary earlier.
The company should document how the process has been defined, which final event it is monitoring and why a particular development is treated as an intermediate step. A short conclusion without supporting analysis will rarely be sufficient when the decision is later reviewed.
Delayed disclosure still requires active control
The ability to delay disclosure remains, but the applicable conditions must be assessed under the rules in force at the relevant time. A central question is whether a delay would create a position that conflicts with the issuer’s latest public communication on the same matter.
Confidentiality must be maintained throughout the delay. This requires restricted circulation, effective insider lists and clear instructions to employees and advisers receiving the information. If confidentiality can no longer be ensured, the company must be able to act quickly.
Record when the inside information arose, who made the decision, how the conditions were assessed and how developments were monitored. The board should also determine who may reassess the position outside normal working hours.
New prospectus formats and reliefs
The Listing Act changes the format, content and process for certain prospectuses. The aim is to reduce the burden of raising capital and admission to trading, particularly for issuers already known to the market. The available document depends on the transaction, the issuer’s history and the market concerned.
A shorter or more standardised format does not reduce the required quality of the underlying work. Financial information, risk factors, capitalisation, working capital and the description of the offering must remain accurate and consistent. Responsibility and verification do not disappear because the document is shorter.
Companies planning a transaction should establish the applicable regime and document format at an early stage. This affects the timetable, audit work, translations and the information that must be prepared.
Market soundings, insider lists and managers’ transactions
The Listing Act also affects other areas of MAR. Market soundings require clear responsibility and documentation. Companies should distinguish between mandatory requirements and procedures that provide specific protection when information is disclosed to potential investors.
Rules relating to insider lists and transactions by persons discharging managerial responsibilities have also evolved. Companies should verify that list formats, internal instructions, thresholds and guidance to directors and management are current for Sweden and the relevant marketplace.
Changing a monetary amount or cross-reference in a policy is not enough. Templates, training and working practices must match the revised framework.
What should listed companies do now?
Start with a focused review of the insider policy, disclosure policy, decision templates for disclosure and delay, insider lists and market-sounding procedures. Identify provisions based on the previous wording of MAR and matters requiring a fresh assessment.
Train the board, management, IR, finance and communications teams together. The most difficult situations often sit between law and communication – for example, when an ongoing negotiation also affects forecasts, previous statements and financial reporting.
Finally, create a simple decision flow that works under time pressure: What has happened? Is the information precise and price-sensitive? Is this an intermediate step or the final event? Can disclosure be delayed? Who decides, records and monitors the matter? That is where the regulation becomes operational.