Short answer
The EU Market Abuse Regulation (MAR) applies by substance, not channel. A social-media post may be an investment recommendation, disclosure of inside information, market manipulation, or all three. Selective price-sensitive disclosure may be unlawful and require simultaneous publication; an accurate rumour can show that confidentiality failed.
Employees and advisers are not free to trade merely because they are not directors. Anyone with inside information must not use it, recommend a trade based on it, or disclose it unlawfully. Additional notification and closed-period rules apply to persons discharging managerial responsibilities (PDMRs) and their closely associated persons.
MAR's buyback safe harbour covers insider-dealing and manipulation prohibitions only where a permitted programme meets its disclosure, reporting and trading restrictions. “Not financial advice” decides none of these issues.
Information may remain inside information even if obtainable on request by a limited audience or later shown inaccurate: effective publication and contemporaneous credibility both matter.
Start with inside information, not the intended audience
For instruments within MAR's scope, inside information is information of a precise nature that is not public, relates directly or indirectly to an issuer or financial instrument, and would probably have a significant price effect if published. MAR expresses the last element through the reasonable-investor test:
information a reasonable investor would be likely to use as part of the basis of his or her investment decisions. —
“Precise” does not mean certain or final. An expected event can qualify if specific enough to assess a possible price effect. Intermediate steps can remain inside information even though, since 5 June 2026, routine disclosure for a protracted process generally concerns its final circumstances or event.
Using inside information to buy or sell is insider dealing; cancelling or amending an order can also be use. The prohibition also covers recommending or inducing a trade, and acting on such a recommendation while knowing or being expected to know its basis. MAR reaches directors, shareholders, employees, advisers and other recipients who know or ought to know what they possess.
A post can engage three different MAR regimes
First, posting inside information may be unlawful disclosure unless done in the normal exercise of employment, profession or duties. One private recipient can be enough.
Second, a post or video that suggests an investment strategy may be an investment recommendation under MAR Article 20 and Delegated Regulation (EU) 2016/958. ESMA's 2024 supervisory warning confirms that informal posts may qualify. Producers must identify themselves, distinguish facts from opinions and forecasts, identify material sources, date the recommendation, and disclose conflicts. Professionals and perceived experts have additional methodology, track-record and position disclosures. Reposting, extracting or materially altering a recommendation can bring dissemination duties.
Third, content can be market manipulation. MAR covers internet dissemination likely to give false or misleading signals where the poster knew or ought to know that. It also identifies a pump-and-dump pattern:
voicing an opinion about a financial instrument ... while having previously taken positions on that financial instrument, and profiting subsequently from the impact of the opinions voiced ... without having simultaneously disclosed that conflict of interest —
A conflict disclosure does not legalise false information, deceptive trading or insider dealing. Nor is every inaccurate post manipulation: knowledge, signal, price and conduct still matter.
Selective disclosure and rumours require an issuer response
An issuer must publish inside information directly concerning it as soon as possible. From 5 June 2026, intermediate steps in a protracted process need not be announced merely because they are inside information; disclose the final circumstances or event as soon as possible after occurrence, preserving confidentiality meanwhile.
The issuer may delay on its own responsibility only if immediate disclosure is likely to prejudice a legitimate interest, confidentiality can be maintained, and:
the inside information ... is not in contrast with the latest public announcement or other type of communication by the issuer ... on the same matter —
That replaced the former “not likely to mislead the public” condition. ESMA consulted in 2026 on updated guidelines, but no final replacement was identified by the review date. Its 2022 legitimate-interest examples remain useful, but its former misleading-public test is no longer current Article 17(4)(b).
If confidentiality fails, disclosure cannot await the planned announcement. A sufficiently accurate rumour explicitly relating to delayed information or an undisclosed intermediate step triggers disclosure as soon as possible.
If the issuer or its representative intentionally gives inside information to a third party in the normal course of work, complete public disclosure must be simultaneous; if accidental, prompt. Publication is not required where the recipient owes confidentiality. But confidentiality is not permission by itself: the communication must still be lawful under Article 10.
Market soundings provide a controlled route, not blanket immunity
A pre-transaction approach may be an Article 11 market sounding. Conditional Article 10 treatment requires consent, trading and disclosure warnings, confidentiality, records and cleansing notice. The recipient must still decide independently whether it has inside information and when that status ends.
Employees, advisers and managers face overlapping controls
Ordinary employees and advisers are not automatically PDMRs, but the general prohibitions apply whenever they possess inside information, and they may need to appear on an insider list. Dealing clearance, barriers and restricted lists should follow actual access, not job title alone.
PDMRs include governing-body members and senior executives with regular inside-information access and power to take managerial decisions affecting the issuer. They and closely associated persons must notify covered own-account transactions once the annual non-netted total reaches EUR 20,000, subject to a national EUR 10,000 or EUR 50,000 threshold. Notice to the issuer and authority is due within three business days; the issuer must publish within the same limit.
PDMRs generally cannot trade for 30 calendar days before an interim or year-end report. Exceptions cover, among other things, case-specific severe financial difficulty and certain employee schemes. Predetermined or externally triggered transactions without an active investment decision must now be allowed. No closed-period exception displaces the insider-dealing prohibition.
A buyback safe harbour is conditional and narrow
MAR Article 5 exempts qualifying own-share purchases only from Articles 14 and 15. It is not immunity from issuer disclosure, company law, transparency or other trading rules.
The sole purpose must be capital reduction, exchangeable-debt obligations, or employee or governing-body share allocations. Before trading, disclose the purpose, maximum amount, maximum shares and duration; report transactions and publish them in aggregated form.
Delegated Regulation (EU) 2016/1052 caps the price at the higher of the last independent trade and highest current independent bid, and volume normally at 25% of average daily volume. The issuer generally must not sell own shares, trade in a PDMR closed period, or trade while disclosure is delayed. Specified exceptions cover time-scheduled and independently managed programmes. Outside the safe harbour, abuse is not automatic, but ordinary MAR rules apply without its protection.
What the Court of Justice says about rumours, publication and the media
In Autorité des marchés financiers, C-302/20, advance information about an article reporting a takeover rumour could itself be precise, considering the proposed price and the reputation of the journalist and publisher. Journalistic disclosure is lawful only where necessary for the profession and proportionate.
Three 2026 judgments sharpen the analysis. In Pensionsmyndigheten, C-363/24, information later shown to be incorrect could still be inside information if it appeared credible when disclosed and could confer a trading advantage. In Brännelius, C-229/24, information sent to a limited group or obtainable individually under a public-access procedure had not thereby been “made public”: Article 17 and Implementing Regulation 2016/1055 govern effective public disclosure.
In MT, C-376/24, media disclosure by a politician seeking debate on a public-interest privatisation could fall within normal duties and Article 21, but only after a case-specific necessity and proportionality assessment. None of these judgments creates a blanket exemption for rumours, journalists, politicians or material available on request.
A practical MAR checklist
- Confirm that the instrument and conduct fall within MAR's scope.
- Classify the information: precise, non-public, related and price-sensitive?
- Test a post separately as disclosure, recommendation and manipulation.
- For delay, document legitimate interest, consistency with public communications and confidentiality.
- Escalate accurate rumours and leaks; use Article 11 scripts and records for soundings.
- Apply insider controls to workers and advisers, Article 19 to PDMRs, and every condition before claiming a buyback safe harbour.
Conclusion
MAR treats communications and trades as distinct events. One campaign may contain a recommendation, disseminate inside information and manipulate a price; a private briefing may be lawful only within a controlled duty; and execution choices may cost a buyback its safe harbour.
Identify the information and actor first, then test disclosure, recommendation, manipulation and trading separately. Since 5 June 2026, use the Listing Act's final-event and latest-public-communication tests, not the former delayed-disclosure wording.
Sources
This article provides general legal information, not advice for a specific matter. Laws, facts and procedural deadlines may change the result. Follow the linked primary sources and obtain local advice before acting.