Inside information

Something that is considered inside information in one issuer is not necessarily considered inside information in another. An assessment must always be made on a case-by-case basis.

According to the EU's Market Abuse Regulation (MAR), inside information is information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments. It is expressed in MAR as being information that a reasonable investor would be likely to use as part of the basis of their investment decisions.

MAR states that an intermediate step in a protracted process shall also be considered inside information if it, by itself, meets the criteria for inside information. 
The following is listed as examples of what this may be

• information relating to the state of contract negotiations
• terms provisionally agreed in contract negotiations
• the possibility of the placement of financial instruments
• conditions under which financial instruments will be marketed
• provisional terms for the placement of financial instruments
• the consideration of the inclusion of a financial instrument in a major index or the deletion of a financial instrument from such an index.

The definition of what constitutes inside information can be found in Article 7 of MAR (see below under the heading Regulations). The European Securities and Markets Authority (ESMA) also continually publishes questions and answers about areas relating to inside information (see Regulations).

A disclosure of inside information shall clearly indicate:

• that the information constitutes inside information (for example by the press releases stating that the information is of the sort that the company is obliged to disclose under the Market Abuse Regulation (EU) 596/2014).
• the identity of the issuer (or emission allowance market participant) to which the information relates (in the form of its full official name)
• the identity of the person who is submitting the information (name, surname, position within the issuer or emission allowance market participant)
• the subject matter of the inside information, and
• the date and time of the communication to the media.

All inside information the issuer is obliged to disclose shall also be published on the issuer's website and be available for a minimum period of five years. A more detailed description of how the information is to be disclosed can be found in Article 2 of Commission Implementing Regulation (EU) 2016/1055 (see below, under the heading Regulations).

For issuers on a regulated market, inside information shall also be reported to the stock exchange information database where it is searchable (more information is available under the heading Reporting inside information to FI. The information shall be sent to FI at the same time it is disclosed.

In addition to disclosing inside information in accordance with the requirements stipulated in MAR, issuers whose securities are admitted to trading on a regulated market shall also report this information to FI at the same time. This is set out in Article 17(1) of MAR. This reporting shall be to FI's stock exchange information database, which is Sweden's "officially appointed mechanism" in accordance with the Transparency Directive.

Information about how to report information to the stock exchange information database can be found on the page Reporting.

There is the potential for an issuer to delay disclosure of inside information under certain circumstances. The conditions for this are described in Article 17(4) of MAR. The issuer must inform FI immediately when the inside information is disclosed. FI can also request a written explanation of the issuer's assessment concerning delaying the disclosure.

The following conditions shall be met in order for the issuer to be permitted to delay the disclosure of inside information. If any of the conditions are not met, the information must be disclosed as soon as possible (this also applies when the circumstances change, for example when the conditions are no longer met).
Disclosure may be delayed if

• immediate disclosure is likely to prejudice the legitimate interests of the issuer
• delay of disclosure is not likely to mislead the public
• the issuer is able to ensure the confidentiality of that information.

Guidelines on what may be considered "legitimate interests" and "misleading information" with regard to delayed disclosure are available from the European Securities and Markets Authority (ESMA) (see below, under the heading Regulations).

When the disclosure of inside information is delayed, and any one of the conditions for the delay is no longer met, the information shall be disclosed to the public as soon as possible.

For credit institutions and financial institutions there is one further potential reason to delay the disclosure of inside information. However, this is only applicable under exceptional circumstances where the purpose of the delay is to preserve the stability of the financial system. More information can be found below, under Credit institutions and financial institutions.

Inform Finansinspektionen

Notifications that the disclosure of inside information has been delayed shall immediately be submitted to FI by e-mailing finansinspektionen@fi.se after the insider information has been published. The e-mail shall include the name and contact details of the person submitting the information (e-mail and telephone number), the heading of the disclosure and the reference number (if relevant). The date and time of the disclosure and the decision to delay the disclosure shall also be included, as well as the identities of all persons responsible for the decision.

Please use the template "Anmälan om uppskjutet offentliggörande av insiderinformation enligt Mar artikel 17.4" when you send in this information.
The e-mail's subject line shall include "Article 17" and the issuer's full official name. This e-mail can be sent encrypted to FI, read more about this on the page How to send encrypted e-mails.

Form: Anmälan om uppskjutet offentliggörande av insiderinformation enligt Mar artikel 17.4 (in Swedish)

Credit institutions and financial institutions

Credit institutions and financial institutions have a specific opportunity to delay the disclosure of inside information. This can only be done for the purpose of preserving the stability of the financial system and may include information about a temporary liquidity problem and need to obtain temporary liquidity assistance. All of the following four conditions must be met:

• the disclosure of the inside information entails a risk of undermining the financial stability of the issuer and of the financial system,
• it is in the public interest to delay the disclosure,
• the confidentiality of that information can be ensured, and
• the competent authority has consented to the delay on the basis that the conditions in the previous three points are met.

The credit institution or financial institution shall notify FI of its intention to delay the disclosure. This notification shall include evidence that all of the conditions are met. The credit institution or financial institution shall then wait for FI's approval. If FI does not consent to delaying the disclosure, the issuer shall disclose the inside information immediately.

When the disclosure of inside information is delayed in order to preserve the stability of the financial system, but the confidentiality of the information can no longer be ensured, the information shall be disclosed to the public as soon as possible.

The message can be sent encrypted to finansinspektionen@fi.se. Use the subject line "Notification concerning consent under Article 17(5) of MAR". Read more about this on the page How to send encrypted e-mails.

Under the provisions in the EU Market Abuse Regulation (Supplemental Provisions) Act (2016:1306), FI shall intervene against those who have neglected their obligations pursuant to MAR by failing to comply with that which is stipulated concerning the disclosure of inside information to the public in Article 17(1), 17(2) and 17(18) of MAR. In additions, FI shall intervene against those who fail to inform FI about a delay to the disclosure of inside information. FI shall also intervene against those who, in spite of a request from FI, fail to provide an explanation indicating that the conditions for delaying the disclosure have been in place.

An intervention pursuant to the EU Market Abuse Regulation (Supplemental Provisions) Act may involve sanctions such as a remark or an administrative fine. The fine shall be set at the equivalent of a maximum of EUR 2.5m for a legal person or a maximum of two per cent of the legal person's turnover in the previous financial year or three times the profit/loss that the person, or a third party, obtained/avoided as a consequence of the regulatory infringement. For a natural person, an administrative fine can be set at a maximum amount equivalent to EUR 1m or three times the profit/loss that person, or a third party, obtained/avoided as a consequence of the regulatory infringement.

Further detail concerning what is included when calculating this fine can be found in Chapter 5, Sections 15–18 of the EU Market Abuse Regulation (Supplemental Provisions) Act. FI may refrain from intervening if the infringement is minor or excusable, the person in question rectifies the matter, if there are other special grounds or if some other body has taken action against the person and this action is deemed sufficient. The last-mentioned denotes a situation in which a disciplinary board of a regulated market has already issued a fine. However, FI always conducts an independent assessment of the circumstances in each individual case.

Please note that the obligation to disclose inside information is that of the issuer. Consequently, the issuer must be well aware of its obligations.

We have compiled the frequently asked questions and their answers in the document below. Questions concerning reporting of information to the stock exchange information database can be sent to our Reporting department at rapportering@fi.se or +46 8-408 980 37 (weekdays 9–11).

FI is able to answer question, provide information about applicable provisions and give guidance. As a supervisory authority, however, FI is unable to provide advance decisions in individual cases. Consequently, if representatives of the issuer are uncertain about how information is to be handled within the company, they are recommended to contact a legal adviser who is able to help them make an assessment on the basis of the circumstances that are specific to the issuer in question.

Esma Q&As on Alternative Performance Measures, last updated on 30 October 2017

ESMA's questions and answers on the Market Abuse Regulation, last updated on 6 August 2021

Rules concerning the handling of inside information can be found in the EU Market Abuse Regulation (MAR) which entered into force on 3 July 2016. Alongside the MAR, the European Commission has also adopted an implementing regulation that specifies technical standards issuers must adhere to when disclosing inside information.

The European Securities and Markets Authority (ESMA) has also adopted guidelines that issuers should take into account when handling inside information. ESMA also continually publishes questions and answers that provide guidance on the implementation of MAR.

EU provisions

Market Abuse Regulation (EU) 596/2014

Commission Implementing Regulation (EU) 2016/1055

Commission Delegated Regulation (EU) 2016/522

ESMA's guidelines on delayed disclosure of inside information, last updated 20 October 2016

ESMA's guidelines on inside information relating to commodity derivatives

Esma Guidelines on Alternative Performance Measures

Swedish provisions

EU Market Abuse Regulation (Supplemental Provisions) Act (2016:1306) [In Swedish]