The AMF Enforcement Committee fines a former manager of a listed company for failing to disclose inside information as soon as possible and for failing to disclose major shareholdings
Executive Summary
The AMF Enforcement Committee imposed a fine on a former manager of a listed company for two violations: failing to disclose inside information to the public as soon as possible under Article 17 of the EU Market Abuse Regulation (MAR), and failing to disclose major shareholdings as required by French regulations. This enforcement action underscores the AMF's strict enforcement of market abuse rules, emphasizing personal accountability for executives in ensuring timely transparency to prevent insider trading risks and maintain market integrity. Compliance teams should review it as a reminder of heightened scrutiny on disclosure delays and threshold crossings. #
What Changed
- This is not a regulatory change but an enforcement decision reinforcing existing obligations under MAR and AMF General Regulation:
- Inside information disclosure: Issuers must publicly disclose inside information "as soon as possible" per Article 17 MAR, unless specific delay conditions are met (legitimate interest, confidentiality ensured, no public misleading). Delays require p
- Major shareholdings disclosure: Persons crossing legal or statutory thresholds in listed companies must declare to the issuer and AMF promptly, based on Article L. 233-7 of the French Commercial Code. Custodians like Euroclear France must respond to
- Supporting rules include Article 315-1 AMF GR mandating "information barriers" (walls) for investment firms to control inside information circulation, prohibiting unauthorized disclosure except under MAR Article 10 after compliance officer notificati
Suggested Considerations
- Implement/maintain information barriers per Article 315-1 AMF GR: Identify inside info holders, physically separate entities, prohibit unauthorized disclosure (notify compliance officer for exceptions), and log cross-entity assistance.
- Assess information promptly: Disclose inside info "as soon as possible" or delay only if all three MAR conditions met; notify AMF post-delay.
- Declare major shareholdings immediately upon threshold crossing to issuer/AMF; ensure custodians comply with identity disclosure requests.
- Use professional information providers for dissemination to ensure wide, secure EU reach; archive on company website.
- Train executives on insider lists, transaction reporting (within 3 days if >€20k/year), and penalties (up to €100m fines, criminal sanctions).
- For delays: Confirm confidentiality; publish immediately if breached.
Key Dates
Compliance Impact
Urgency: High - This matters due to personal fines on managers, signaling AMF's aggressive enforcement of MAR since 2016, with rebuttable presumptions against executives for insider misconduct unless proven otherwise. Firms face reputational risk, investigations, and cascading liabilities (e.g., €10-100m fines, 2-year imprisonment). Review disclosure protocols now to avoid similar sanctions, espec
Who is Affected
References
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Summary
Sanctions & settlements Disclosure Obligations Journalists Listed companies and issuers The AMF Enforcement Committee fines a former manager of a listed company for failing to disclose inside information as soon as possible and for failing to disclose major shareholdings