Key data
| Regulation | Commission Delegated Regulation (EU) 2026/789, of 8 April 2026 |
|---|---|
| Official reference | OJ:L_202600789 |
| Publication | 16 July 2026 |
| Entry into force | Not specified in the regulation |
| Regulation it completes | Regulation (EU) No 596/2014 (MAR — Market Abuse Regulation) |
| Affected parties | Listed companies on EU regulated markets and their compliance, legal and investor relations teams |
| Category | European Regulation — Financial Markets |
| Year | 2026 |
If your company is listed on an EU regulated market and has ever delayed — or could delay — the publication of sensitive information during a merger, restructuring or important negotiation, the Delegated Regulation (EU) 2026/789 directly affects you. Published on 16 July 2026, this regulation complements the Market Abuse Regulation (MAR, EU Regulation No 596/2014) with precise rules on when and how it is legal to delay the disclosure of insider information.
Until now, MAR allowed delays under certain general conditions. With this new regulation, those conditions are specified and obligations for documentation and notification that were not previously so clearly defined are added. Failing to comply is no longer a grey area: it is a breach with consequences.
What does this regulation establish?
Delegated Regulation 2026/789 establishes the conditions under which a listed company may legitimately delay the publication of insider information when it arises in the context of a prolonged process. These include, among others:
- Ongoing contractual negotiations
- Business restructuring processes
- Mergers and acquisitions (M&A)
For the delay to be legitimate, the regulation requires that these conditions be met simultaneously:
- The delay must not mislead the public about the actual situation of the company.
- The delay must not harm the interests of investors.
- The company must be able to ensure the confidentiality of the information during the delay period.
Furthermore, the regulation introduces two key procedural obligations that were not previously so formalized:
| Obligation | Description |
|---|---|
| Internal documentation | The company must internally document each decision to delay disclosure, recording the reasons and conditions that justify that delay. |
| Notification to the competent authority | At the moment the information is finally disclosed, the company must notify the competent authority that there was a delay and explain why it was considered legitimate. |
Economic and operational impact
The impact of this regulation is not only legal: it has direct operational and economic consequences for any listed company managing sensitive corporate processes.
Compliance cost: Companies will need to strengthen their internal compliance procedures. This involves updating disclosure policies, training the teams involved (legal, IR, management) and establishing auditable documentary records for each delay decision.
Sanction risk: Non-compliance with the conditions or with the documentation and notification obligations may result in serious administrative sanctions under the MAR framework. The MAR Regulation provides for sanctions that may include fines of up to 15% of total annual business volume or high fixed amounts, depending on the competent authority of each Member State. The regulation does not specify additional concrete amounts, but the existing MAR sanction framework is one of the most severe in financial markets matters.
Reputational risk: A late disclosure that does not meet the new requirements may be interpreted by the market and regulators as market manipulation or abuse, with consequent reputational damage to the company and its executives.
Who does it affect?
- Listed companies on EU regulated markets — any company with securities admitted to trading on a European regulated market.
- Compliance departments — responsible for documenting and overseeing delay decisions.
- Legal departments — responsible for assessing whether the conditions for delay are met and for drafting the justification.
- Investor relations (IR) teams — who manage communication with the market and must coordinate with compliance and legal.
- Management and Board of Directors — who make decisions about prolonged processes (mergers, restructurings) that may generate insider information.
- CFOs and financial directors — involved in corporate operations that generate sensitive information before becoming public.
Practical example
Imagine that a Spanish listed company is secretly negotiating the acquisition of a competitor. The negotiation lasts four months. During that time, information about the operation is clearly "insider information" within the meaning of MAR: it is precise, not public and, if disclosed, would significantly affect the share price.
With the Delegated Regulation 2026/789, the compliance team must:
- From the first moment the information is identified as insider information, internally document the decision to delay its publication, indicating that it is a prolonged process (acquisition negotiation), that the delay does not mislead the market and that confidentiality is ensured.
- Keep that documentation updated during the four months of negotiation, reflecting any relevant changes in the status of the process.
- At the moment the operation is publicly announced — that is, when the insider information is disclosed — immediately notify the CNMV (as the competent authority in Spain) that a delay occurred and attach the documented justification.
If the company does not have that documentation file prepared at the time of the announcement, it will be in breach of the regulation, regardless of whether the delay itself was justified.
What should companies do now?
- Review the internal procedure for disclosure of insider information and update it to include a specific protocol for prolonged processes (mergers, restructurings, negotiations).
- Create or update the register of delay decisions: each time a decision is made to delay the publication of insider information, it must be documented in writing with the date, reason and conditions that justify the delay.
- Establish a process for notifying the competent authority (in Spain, the CNMV) for the moment when the information is disclosed, including communication of the delay and its justification.
- Train the teams involved — compliance, legal, IR and management — on the new requirements and on what constitutes a prolonged process for the purposes of this regulation.
- Audit ongoing operations: if there are prolonged processes currently active (negotiations, restructurings), verify that the delay decision is already being documented correctly.
- Review contracts with external advisors (investment banks, lawyers) to ensure they also comply with the confidentiality obligations that support legitimate delay.
The risk of not acting is clear: non-compliance with the conditions or with the documentation and notification obligations may result in serious administrative sanctions under the MAR framework, in addition to the reputational damage associated with a regulatory investigation.
Frequently asked questions
What processes are considered "prolonged processes" for the purposes of Regulation 2026/789?
The regulation expressly mentions ongoing contractual negotiations, business restructuring processes and mergers as examples of prolonged processes. These are situations in which insider information arises gradually and the final outcome is not guaranteed from the outset, which may justify delaying its publication while the process is underway.
When must the competent authority be notified of the delay in disclosure?
According to Delegated Regulation 2026/789, notification to the competent authority must be made at the moment the company finally discloses the insider information to the market. It is not a prior notification of the delay, but a subsequent one: it is communicated that there was a delay and it is justified why it was legitimate.
What internal documentation must a listed company prepare to justify a delay?
The company must internally document each delay decision, demonstrating that the required conditions are met: that the delay does not mislead the public, that it does not harm the interests of investors and that the confidentiality of the information is ensured. This documentation must be available to present to the competent authority at the time of disclosure.
What happens if a listed company delays publication without meeting the requirements of Regulation 2026/789?
Non-compliance may result in serious administrative sanctions under the Market Abuse Regulation framework (MAR, EU Regulation No 596/2014). MAR provides for sanctions that may reach up to 15% of the company's total annual business volume, in addition to the reputational risk associated with an investigation for possible market abuse.
Does this regulation also affect companies listed on MTFs (Multilateral Trading Facilities) such as BME Growth?
Delegated Regulation 2026/789 complements MAR, whose scope of application includes both regulated markets and certain multilateral trading systems. Companies listed on these markets should verify with their legal advisor whether they fall within the scope of this specific regulation, as MAR has specific rules for each type of market.
Official source
Consult the complete regulation on the official source
Disclaimer: This article is for informational purposes only and does not constitute legal advice. For specific decisions, consult a qualified professional. Source: https://eur-lex.europa.eu/./legal-content/AUTO/?uri=OJ:L_202600789