Obligation to disclose regulated information, most often referred to in foreign literature as »mandatory disclosure« and in a substantial sense »transparency«, concerns the rules of obligatory disclosure of information to the general public in financial instruments market, and especially companies whose securities are listed on a regulated market. Such obliged entities are referred to in Slovenian law as »listed companies« and in European Union capital markets law simply as »issuers«. Under EU rules, issuers of securities in regulated markets must disclose certain key information in order to provide investors with transparency (ie, extensive disclosure of information to the market (i) at initial fundraising, (ii) regularly thereafter, and in particular (iii) at certain points, usually related to the occurrence of significant events).
In EU law, this area is governed by the Transparency Directive and the Market Abuse Regulation, which represent two very different aspects of mandatory disclosure, and as a direct consequence of their legal nature, provisions of the former are directly transposed into our legal system, ie. in the ZTFI-1, while the MAR provisions apply directly. Simply put, TD regulates the disclosure of periodic (annual, semi-annual and other management reports) and permanent (current) information (significant equity shares, information regarding treasury shares, information on changes in the number of voting shares and changes in equity, etc.), and MAR so called ad hoc disclosure of inside information (»price sensitive« information that is estimated to likely materially affect the price of a financial instrument), all of which are included in the concept of regulated information. Accordingly, it is understandable that the assessment of whether and when there is an obligation to disclose inside information is significantly more difficult than that relating to periodic and current disclosure. It is therefore not surprising that it causes a number of problems for listed companies in practice.
This master's thesis deals with the issues of the aforementioned assessment and seeks to fill in the gaps and comprehensively break down the obligations that the MAR imposes on issuers by presenting findings of legal theory, foreign supervisory practice and guidelines of supervisory authorities, ESMA »soft law«, EU case law, and last but not least the Recommendations of the Ljubljana Stock Exchange and the Slovenian Securities Market Agency.
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