Here follows the article by the founding partner Francesco Dagnino and the associate Marco Stefanini, published by Diritto24 on 25th March 2020.
On 11 March 2020, the European Securities and Market Authority (‘ESMA‘), given the strong impact that the pandemic spread from COVID-19 is causing on the economic and financial system, provided financial market participants with recommendations on how to manage the effects of COVID-19 (hereinafter, the ‘Recommendations‘).
Through these Recommendations, ESMA provides market participants with guidelines on, inter alia, market information obligations and financial communications requirements.
Market information obligations
With particular reference to market information requirements, ESMA invites listed issuers to promptly disclose to the public any relevant information regarding the impact of COVID-19 on their actual or prospective financial situations, in accordance with the transparency requirements imposed by Regulation (EU) No 596/2014 (“MAR”).
Pursuant to the reference to the MAR information obligations, it is deemed that the above invitation is limited to declining in operational terms what is already provided for by the said regulations; it should be recalled that listed issuers, pursuant to Article 17 of the MAR, are required to disclose to the public without delay any inside information directly concerning them. Pursuant to art. 7 of the MAR, privileged information is an information of a precise nature which, whether disclosed to public, could have a significant effect on the financial instrument price to which it refers.
It is reasonable to assume that, bearing in mind the exceptional nature of the events that are affecting the territory of the European Union (and not only), listed issuers, when assessing the privileged nature of the information will have to pay particular attention to the pervasiveness of the negative effects that the emergency is generating on the entire financial market; for instance, it cannot be excluded that the same lack of impact on the accounts of a listed issuer may itself result in inside information, which will therefore need to be disclosed to the public.
Financial disclosure requirements
With reference, however, to financial communication, ESMA recommends issuers to provide, where possible, information on the (current or potential) impact of the COVID-19 on their business, financial situation and economic performance in the annual financial report for the year 2019 (hereinafter, the ‘Report‘).
This assessment should be conducted – specifies ESMA – on the basis of qualitative and quantitative criteria.
Should the Report have already been finalized, the information may be included in subsequent infra-annual financial reports.
Finally, ESMA informs that, in coordination with Member States’ Supervisory Authorities, it will continue monitoring developments in financial markets related to COVID-19 and is ready to use its powers to ensure their full and proper functioning.
financial markets related to COVID-19 and is ready to use its powers to ensure their full and proper functioning.
For any further information, please refer to the ESMA press release available on the Authority’s website.