Market abuse

The smooth functioning of securities markets and public confidence in markets are prerequisites for economic growth and wealth. Market abuse harms the integrity of financial markets and public confidence in securities and derivatives.

Market abuse is a concept that encompasses unlawful behaviour in the financial markets and, following the provisions of the Regulation (EU) No 596/2014 (“Market Abuse Regulation”), it consists of insider dealing, unlawful disclosure of inside information and market manipulation. Such behaviour prevents full and proper market transparency, which is a prerequisite for trading for all actors in integrated financial markets.

According to the Luxembourg Law of 23 December 2016 on market abuse (“Market Abuse Law”), the CSSF is the competent authority designated in Luxembourg for the purposes of the Market Abuse Regulation. Its role is to ensure that the provisions of the Market Abuse Regulation are applied in Luxembourg, regarding all actions carried out in Luxembourg, as well as actions carried out abroad relating to instruments admitted to trading on a regulated market operating in Luxembourg, for which a request for admission to trading on such market has been made, auctioned on an auction platform or which are traded on an MTF or an OTF or for which a request for admission to trading has been made on an MTF operating within Luxembourg.

The following section will provide you with a summary of some of the requirements set out by the Market Abuse Law and the Market Abuse Regulation. For a more detailed documentation of all the requirements, we recommend you to directly refer to the applicable legislation and to the CSSF circulars.

All supporting documentation can be found on this page under the section “Documentation” in the respective categories.

Should you require any additional information, we advise you to contact us directly under market.abuse@cssf.lu.

Article 19 of the Market Abuse Regulation obliges persons discharging managerial responsibilities, as well as persons closely associated with them, to notify the issuer (or the emission allowance market participant) and the CSSF about certain transactions that they conducted on their own account.

This obligation applies to the following transactions by persons discharging managerial responsibilities and by persons closely associated with them:

• in respect of issuers, every transaction conducted on their own account relating to the shares or debt instruments of that issuer or to derivatives or other financial instruments linked thereto;
• in respect of emission allowance market participants, every transaction conducted on their own account relating to emission allowances, to auction products based thereon or to derivatives relating thereto.

Such notifications shall be made promptly by these persons and no later than three business days after the date of the transaction.

Upon receipt of such notifications, the issuer (or the emission allowance market participant) shall make public the information contained therein within two business days.

Further details regarding this requirement are set out in Article 19 of the Market Abuse Regulation, in the Commission Implementing Regulation (EU) 2016/523, in the Commission Delegated Regulation (EU) 2016/522 and in ESMA’s Questions and Answers on the Market Abuse Regulation (MAR).

The notification shall be done by filling in the relevant form.

Before submitting a form, the CSSF kindly requires to take special care when filling in said form. It shall be noted that the form provides specific and detailed guidelines in that respect, that may be found in the footnotes of the form. Persons subject to the above-mentioned notification requirements may notify several transactions concerning the same issuer (or emission allowance market participant, auction platform, auctioneer or auction monitor) in one single form, provided that section 4 of that form is separately repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. In case multiple issuers (or emission allowance market participants, auction platforms, auctioneers or auction monitors) are concerned, separate forms need to be submitted.

As from 30 May 2022, any notification of managers’ transactions is required to be filed with the CSSF through eRIIS (form “HOS-2” for holders of securities and form “MAR-2” for issuers of securities). For more information, please refer to our dedicated eRIIS section. It is recommended to use eRIIS as soon as possible, but between 4 March 2022 and 30 May 2022, filing the filing of managers’ transactions per email will continue to be accepted in order to allow for sufficient time to complete all administrative tasks linked to accessing eRIIS.

According to Article 17(4) and in derogation of Article 17(1) and (2) of the Market Abuse Regulation issuers or emission allowance market participants may delay the disclosure to the public of inside information at their own responsibility, provided that all the conditions set by the Market Abuse Regulation in that respect are met.

Where an issuer or emission allowance market participant has delayed the disclosure of inside information, it shall inform the CSSF that disclosure of the information was delayed, immediately after the information is disclosed to the public. According to Article 4(4) of the Market Abuse Law, the record of the explanation of how the conditions set out in paragraph 17(4) were met shall be provided only upon the request of the CSSF.

As from 30 May 2022, information regarding delay of disclosure of inside information is required to be filed through eRIIS (form “MAR-5”). It is recommended to use eRIIS as soon as possible, but between 4 March 2022 and 30 May 2022, filing per email (to market.abuse@cssf.lu) will continue to be accepted in order to allow for sufficient time to complete all administrative tasks linked to accessing eRIIS. In such cases, the CSSF recommends protecting the relevant documents by a password that is submitted to the CSSF via a separate channel.

According to Article 18 of the Market Abuse Regulation, issuers and any person acting on their behalf or on their account, shall each draw up an insider list, which shall be promptly updated as required by the aforementioned article.

The insider list shall be provided to the CSSF upon request as soon as possible. Any information on that respect shall be sent through eRIIS (if the reporting entity has an account) or to market.abuse@cssf.lu. The CSSF recommends protecting the relevant documents by a password that is submitted to the CSSF via a separate channel.

The template for insider lists and updating insider lists can be found in Annex I of COM Reg 2022/1210 which is available in the section “Documentation”.

Specific requirements apply in this context to SME growth market issuers. The template for insider lists to be submitted by issuers of financial instruments admitted to trading on SME growth markets can be found in Annex II of COM Reg 2022/1210 which is available in the section “Documentation”.

Article 16 of the Market Abuse Regulation obliges the market operators, investment firms that operate a trading venue and any person professionally arranging or executing transactions, to report suspicious orders and transactions to the CSSF without delay.

This obligation applies to all orders and transactions, including any cancellation or modification thereof, that could constitute insider dealing, market manipulation or attempted insider dealing or market manipulation.

Such notification should be made by completing the Suspicious Transaction and Order Report (STOR) form available in the section Documentation.

Before submitting the form, the CSSF requires to take special care when filling in the form and to take into account the instructions provided in that form. Particularly and for the sake of clarity, no cases in the form shall be left blank. If specific items of the form are not relevant or not applicable, it shall be indicated in the relevant case (for instance by entering “N/A”).

STORs and their annexes shall be submitted by email to market.abuse@cssf.lu and the CSSF recommends to protect the STOR and its annexes by a password that is submitted to the CSSF via a separate channel.

Article 5 of the Market Abuse Regulation provides in specific circumstances for an exemption from prohibition of market abuse in the context buy-back programmes and stabilisation of securities.

In order to benefit from said exemption, the issuers, offerors or entities undertaking the stabilisation, shall report to the CSSF the information requested by the Market Abuse Regulation and the relevant regulatory technical standards to the CSSF via eRIIS (forms “MAR-3”, “MAR-4”, “MAR-6”, “MAR-7” and “MAR-8”). It is recommended to use eRIIS as soon as possible, but between 4 March 2022 and 30 May 2022, filing per email (to market.abuse@cssf.lu) will continue to be accepted in order to allow for sufficient time to complete all administrative tasks linked to accessing eRIIS.