March 31, 2026

Investment Management Client Alert March 2026

Susanne Albrecht-Roggenstroh Dipl.-Kffr., Dr. Martin Berg, Dr. Hilger von Livonius, Dr. Philipp Riedl K&L Gates LLP + Follow Contact LinkedIn Facebook X Send Embed

ESMA Consults on Amendments to the MAR Guidelines

On 19 February 2026, the European Securities and Markets Authority (ESMA) published a consultation proposing amendments to the guidelines on delays in the disclosure of inside information under the Market Abuse Regulation (MAR).

Issuers are generally required to disclose to the public without delay inside information directly concerning them (Art. 17 MAR). However, the disclosure of inside information may be deferred at the issuer’s discretion under certain conditions. The deferral must not, however, be likely to mislead the public. The current MAR guidelines provide examples of these conditions.

MAR, as amended by the Listing Act with effect of 5 June 2026, provides that in the case of a protracted process, mere intermediate steps (e.g., progress in negotiations, letters of intent) no longer need to be disclosed on an ad hoc basis. This applies even if they constitute inside information. Only the final outcome is subject to the disclosure requirement. Due to this exception, the deferral rules for interim steps are no longer necessary; furthermore, the requirements for deferral have been slightly modified. ESMA is now adapting the MAR guidelines to the future legal situation. In particular, ESMA in accordance with its mandate proposes a non-exhaustive indicative list of legitimate interests of the issuer that justify a deferral (e.g., regulatory order, incomplete information).

The consultation is open until 29 April 2026.

European Commission Launches Targeted Consultation on Private Equity Exits

On 19 February 2026, the European Commission published a targeted consultation on exiting private equity investments. The aim of the consultation is to identify ways to enable private equity investors to divest their holdings. Through this consultation, the Commission intends to explore market views on potential barriers and challenges to exiting private equity investments, the benefits and possible design of a liquid, multilateral secondary market platform for PE investments, and the use of such a platform to raise new PE capital. To this end, the consultation includes 82 questions for relevant stakeholders.

The consultation is open until 27 April 2026.

ESMA Issues Statement on the Implementation of the Securities Prospectus Regulation

The European Securities and Markets Authority (ESMA) issued a “Public Statement” in February 2026 to ensure the smooth implementation of the amendments to the Prospectus Regulation which have been introduced by the EU Listing Act.

The Listing Act, which entered into force on 4 December 2024, includes measures to revise the Prospectus Regulation, the Market Abuse Regulation (MAR), and the Markets in Financial Instruments Directive (MiFID II). Most of the changes in the area of prospectuses will take effect on 5 June 2026. Some specific changes to the prospectus formats have already entered into force.

In its opinion, ESMA states that, under the transitional provisions of the Prospectus Regulation, registration documents and universal registration documents approved or filed by 4 June 2026, remain valid. They may continue to be used in securities prospectuses even after the new rules take effect. ESMA also states that these documents must continue to be updated through supplements and amendments as the version of the Prospectus Regulation in force at the time of approval or filing continues to apply to them.

In addition, ESMA recommends that the disclosure requirements set forth in the amended Delegated Act for so-called EU Follow-on Prospectuses and EU Growth Prospectuses be taken into account although the upcoming amendments have not yet entered into force.

ESMA expects national authorities to apply the new requirements uniformly.

European Commission Proposes Delegated Regulation on Securities Prospectuses

On 11 February 2026, the European Commission published a proposal to amend the Delegated Regulation on the format, content, scrutiny, and approval of securities prospectuses. The amendments are related to the implementation of the Listing Act in securities prospectus law.

The draft contains new simplified requirements for content as well as standardized presentation and sequencing for the new prospectus formats, namely the “EU Prospectus for Subsequent Offerings” and the “EU Growth Prospectus”. The new simplified prospectus formats are intended to streamline prospectuses and reduce the effort required to prepare them (e.g., by eliminating duplications and information that has already been published elsewhere).

In addition to the new short prospectuses, the prospectus rules have been further simplified and standardized. This draft and its accompanying annexes provide, among other things, for changes and new rules regarding registration forms for non-equity securities. Furthermore, adjustments are being made to the securities note for non-equity securities. By changing the formatting requirements, the aim is to make documents shorter, better structured, and easier to understand. Outdated information has been removed, and the annexes to the regulation have been updated.

The Commission is expected to adopt the delegated regulation in the first quarter.

BaFin Supervisory Notice on the Interpretation of the Attribution Criteria under § 34 of the German Securities Trading Act (WpHG)

In a judgment dated 12 February 2026 (Case C-864/24), the European Court of Justice (ECJ) ruled on the interpretation of the provisions on acting in concert (AiC) in the EU Transparency Directive, holding that the current wording of § 34(2) of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG) violates European law to the extent that it goes beyond the wording of the EU Transparency Directive, and that a stricter attribution rule deviating from the EU Transparency Directive is permissible only if it is directly related to takeover bids, mergers, and other transactions affecting the ownership or control of companies.

In its Supervisory Notice No. 02/2026 (WA) dated 20 March 2026, the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) announced that it will forthwith interpret § 34(1) and (2) of the WpHG in a manner that aligns with European law. This means that voting rights will only be attributed to the extent this is also provided for in the EU Transparency Directive. This applies not only to the attribution provision regarding the AiC, but also to all attribution provisions of § 34 of the WpHG that are linked to reporting obligations regarding voting rights.

BaFin will interpret and apply § 34 (2) of the WpHG such that attribution only occurs if the coordination on the mutual exercise of voting rights is based on an agreement in which the parties have committed to pursuing a long-term common policy regarding the management of the issuer in question; the attribution criteria of § 34 (1) sentence 1 nos. 3 and 5 of the WpHG will no longer be applied. Conversely, the ECJ ruling has no impact on BaFin’s application and interpretation practice regarding § 30 of the Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) in proceedings under the WpÜG.

Consultation on Suitability Assessment for Banks and Securities Firms

On 25 February 2026, the European Banking Authority (EBA) and the European Securities and Markets Authority (ESMA) launched a consultation on the revised joint Guidelines on the assessment of the suitability of members of the management body and key function holders. The revised Guidelines are intended in particular to implement new requirements arising from the revised European Capital Requirements Directive (CRD) and to reinforce the link with the European anti money laundering and combatting terrorist financing (AML-CFT) framework. In parallel, the EBA is consulting on draft Regulatory Technical Standards (RTS) specifying the documentation and information that large institutions must submit to competent authorities. Together, these elements form the so called “Suitability Package”, which aims to harmonise suitability assessments and promote supervisory convergence across the EU. The consultations is open until 25 May 2026. Public hearings will take place on 15 April 2026.

ESMA Report on Retail Investors

On 12 March 2026, the European Securities and Markets Authority (ESMA) published its comprehensive report on the “Call for Evidence 2025” regarding the Retail Investor Journey. The report highlights the regulatory and non-regulatory barriers that prevent private individuals from participating in capital markets.

ESMA noted clear differences between consumers and the industry: while consumers emphasized aspects such as trust, fees, and comparability, the industry highlighted financial literacy, culture, and incentives. Furthermore, ESMA recognized the growing influence of digital platforms and social media, as well as their positive role in improving market access. They also pointed out risks that can encourage speculative behavior—particularly among young investors.

Overall, respondents support the objective of disclosure requirements, yet agreed that current information is too voluminous, too technical, and poorly adapted for “mobile-first” investors. A significant portion of the feedback focused on simplifying suitability and appropriateness assessments, which are seen as essential but often perceived as too burdensome for both clients and firms. Taxation was also identified as a major obstacle, especially for cross-border investments. Finally, ESMA plans to use the report’s findings for future technical advice on MiFID II Delegated Acts, as well as for potential updates to its guidelines.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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K&L Gates LLP Contact + Follow Susanne Albrecht-Roggenstroh Dipl.-Kffr. + Follow Dr. Martin Berg + Follow Dr. Hilger von Livonius + Follow Dr. Philipp Riedl + Follow more less

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