Disclosure of Inside Information in Cross-Border Mergers

Abstract

The disclosure obligations in multistage events and protracted processes have always been a hotly debated issue in European capital market law. The European legislature decided to resolve it by simply incorporating into MAR the ECJ case law on the notion of inside information. At first glance, the new legal framework appears to provide legal certainty in European capital market law. However, the notion of inside information and the disclosure obligations in multistage events and protracted processes remain not entirely clear. The hurdles of interpreting and applying the relevant provisions become evident in the contradictory judgements delivered by national courts. Reading into these judgements, this article analyses the notion of inside information and delineates the disclosure obligations in mergers in European capital market law. The cross-border parameter adds a certain degree of complexity to the matter.