These transparency requirements apply not only to issuers whose financial instruments have been admitted to an organised market but also to issuers whose financial instruments are traded only on a multilateral trading facility (MTF), such as the regulated unofficial market. The provisions on ad hoc disclosure and managers’ transactions thus also apply to issuers whose financial instruments are traded only on an MTF, provided that the issuer has approved trading of its financial instruments on the MTF , as a result of either applying for the admission to trading itself or through a third party or having expressly approved admission to trading.

The relevant requirements are outlined below. Details are provided under the relevant subheadings.

Ad hoc disclosure

As a general principle, Article 17(1) of the MAR requires issuers of financial instruments to publish as soon as possible all inside information that might significantly affect the price of the instrument in question. The objective of this ad hoc disclosure requirement is to ensure that all capital market participants have access to key information about the respective companies as quickly as possible, and thus prevent insider dealing resulting from any information asymmetry.

Managers’ transactions

Under Article 19(1) of the MAR, persons discharging managerial responsibilities within an issuer of financial instruments, for example members of executive or supervisory boards, must disclose their own transactions (“managers’ transactions”) without undue delay. This obligation also applies to natural and legal persons closely associated with persons discharging managerial responsibilities. All transactions above a de minimis threshold in shares or debt instruments of the company at which the person is employed, including derivatives linked thereto, must be disclosed. This disclosure requirement prevents insider dealing; for capital market participants making investment decisions, it can also provide valuable insight into corporate insiders’ assessments.

Percentages of voting rights in companies

The purpose of notifications under section 33 et seq. of the WpHG is to disclose major holdings of voting rights in listed companies. These provisions require shareholdings that reach, exceed, or fall below certain voting rights thresholds to be disclosed as soon as possible; these thresholds range in intervals from 3% to 75%. This information about investments or exits of major investors is of considerable importance for the capital markets, in particular because it can provide the general public with indications of a company’s future performance and of preparations for a possible takeover.

Information and publication requirements

The information and publication requirements under section 48 et seq. of the WpHG are designed to enable or make it easier for holders of securities to exercise their rights. For example, this includes information about the convening of and the agenda for a shareholders’ meeting, as well as material changes in the rights attached to the securities.

The obligations to publish financial reports under section 114 et seq. of the WpHG require listed companies to publish annual and half-yearly financial reports, as well as reports on payments if applicable. The purpose of these requirements is to provide investors in a company with regular information about the company’s business performance, such as financial statements and management reports (mandatory components of financial reporting).