Surely the preparation of interim reports does not need to be an insider project in the future?

The Listing Act has already brought some relief and streamlined several processes

As part of the previous Commission’s goal of creating a capital markets union, the EU has sought to make the market more attractive for corporate financing and to facilitate the listing of SMEs in the Listing Act. (Read our blogs from 2023 and 2024) Significant simplifications came into effect in December last year, and the final sections will be implemented starting in March and June 2026.

The Listing Act has undoubtedly already streamlined several processes. For example, Finnish rights issues have been carried out this year without the need for a laborious prospectus. However, the EU does not always nail it.

Clarifying disclosure rules for protracted insider projects

One of the remaining changes concerns longer projects involving insider information (i.e. protracted processes). The Market Abuse Regulation (596/2014, MAR) has been amended so that only the final result of such a process, which may involve several intermediate steps, shall be disclosed. It will therefore no longer be necessary to assess whether information concerning an intermediate step of an insider project should be disclosed separately. The change is welcome and will facilitate companies’ insider management and communication.

The aim was to reduce ambiguities in interpretation by means of more detailed EU Commission regulations on the timing of disclosure in typical long-term procedures. These regulations were prepared by the European Securities and Markets Authority (ESMA), whose final report was published in May 2025. The EU Commission must issue a final regulation on the matter so that the regulation can be applied as of June 5, 2026.

The list of proposed regulations includes several sensible solutions that are already standard practice in Finland. For example, the merger of a listed company under company law is typically announced when the draft terms of merger is signed.

Which processes are deemed as insider projects?

The new proposed regulation also lists the following as long-term projects

• acquisitions of own shares;
• preparation of dividend proposals;
• figures contained in financial reports;
• material changes to the articles of association; and
• changes in the company’s management.

In Finland, with the cooperation of the Finnish Financial Supervisory Authority (FIN-FSA) and the Helsinki Stock Exchange (Nasdaq Helsinki), it has been regularly interpreted that the above procedures do not need to be classified as insider projects. For example, any material change in the company’s financial position or future prospects identified in connection with the preparation of an interim report must be disclosed as soon as possible in a separate stock exchange release in the form of a profit warning. The financial report should therefore no longer contain inside information, as the information has become public after its disclosure and is no longer inside information. Consequently, the information has already been “absorbed” into the market price of the company’s securities and can no longer be considered to have a significant effect on the prices of financial instruments when the interim report is published. Similarly, in Finland, it has been interpreted that inside information may mainly relate to unforeseen changes concerning the company’s organs identified in the Limited Liability Companies Act, i.e., in practice, the members of the board of directors and the CEO.

While the proposed regulation emphasizes that the list should not be interpreted as an indication of when a procedure involves inside information, there is nevertheless a risk that many processes that haven’t been previously considered insider projects in Finland would in future and would thus require opening an insider project and establishing of an insider list. An interpretation changing the current market practice would be particularly problematic for issuers that only have listed bonds, which typically try to minimise their administrative burden. It should be also noted that unnecessary classification of information as inside information would cause additional administrative burden on companies, which the amendments to the Listing Act were specifically intended to remove.

Room for practical interpretation in Finland?

If the proposed regulation enters into force as proposed, it would be welcome from the market’s point of view if Finnish practices emphasized the principle mentioned in the proposal that it must first be determined whether the process actually involves inside information or not. The FIN-FSA and the Helsinki Stock Exchange have the opportunity to facilitate such interpretations and clarifications in their guidance to the market. This would help to avoid the unnecessary opening of insider projects in normal and recurring processes of listed companies, such as the preparation of interim reports. Regarding financial reports, the potential additional benefit of interpreting the key figures presented in the report as inside information is also questionable in light of the objectives of the legislation, as the rules on closed window already significantly restrict trading before the publication of interim reports and annual financial statements.