Market Abuse Regulation

What Are the MAR Obligations for Advisors Acting on Behalf of an Issuer?

External advisors often have access to inside information while supporting listed companies on transactions such as mergers, acquisitions, capital raisings and financial reporting. When this happens, they become subject to obligations under the Market Abuse Regulation (MAR).

Although issuers remain responsible for meeting many of the MAR obligations, advisors also have an obligation to protect the integrity of inside information and help maintain compliance.

Which advisors are covered?

Any external party acting on an issuer’s behalf that has access to inside information may have obligations under MAR.

This commonly includes:

  • Legal advisors

  • Investment banks and corporate finance advisors

  • Auditors and accountants

  • Investor relations advisors

  • Public relations advisors

  • Consultants working on confidential projects.

The nature of the engagement is less important than whether the third party has access to inside information.

When do advisors become insiders?

An advisor becomes an insider as soon as they gain access to inside information. This could happen when they and an issuer begin discussing a confidential acquisition, collaborate on draft financial results or begin preparing a market announcement.

From that point, the advisor must protect the confidentiality of the information and must not engage in insider dealing or unlawfully disclose the information to others.




What are an advisor’s obligations under MAR?

Once an advisor has access to inside information, they must comply with the relevant provisions of MAR. This includes:

  • Maintaining the confidentiality of inside information

  • Not engaging in insider dealing or recommending that others trade

  • Not unlawfully disclosing inside information

  • Maintaining their own insider list, with a representative of the advisor’s company being placed on the issuer’s insider list

  • Cooperating with requests from competent authorities if information is required during an investigation.

Advisors should also ensure that employees working on the matter understand their responsibilities and receive appropriate compliance training.

What are the issuer’s responsibilities?

Although advisors have their own obligations, the issuer remains responsible for managing how inside information is shared throughout the transaction.

Issuers should:

  • Identify when advisors gain access to inside information

  • Record the advisor or its nominated representative on their insider list in accordance with the latest MAR requirements

  • Notify advisors that they have been added to an insider list and explain their obligations

  • Ensure appropriate confidentiality arrangements are in place

  • Maintain accurate records of when advisors gain and lose access to inside information.

Working closely with your advisors helps ensure both parties can demonstrate compliance if your national competent authority requests information.

Common compliance challenges for advisors

MAR obligations for advisors can be complex, particularly when working across multiple transactions or advisory firms simultaneously. Common challenges include:

  • Recognising the moment they become an insider and understanding what obligations that triggers
  • Setting up and maintaining their own insider list when acting on a transaction
  • Ensuring all employees working on a matter are briefed on their obligations under MAR
  • Managing inside information across multiple concurrent client engagements without cross-contamination
  • Coordinating with issuers to confirm they have been added to the issuer's insider list at the right time
  • Demonstrating to a competent authority that appropriate controls were in place if an investigation arises.