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17 May 2023

Guidelines on Disclosure of Inside Information relating to Changes in Management

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11 May 2023, the Danish Financial Supervisory Authority (the “DFSA”) published new guidelines on disclosure of inside information relating to changes in management(1)  (the “DFSA Guidelines”) as regulated in Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (“MAR”). 

The purpose of the DFSA Guidelines is to clarify what the DFSA deems important when assessing whether a change in management constitutes inside information; at what stage in a process such inside information may occur; and whether a delay of disclosure is permitted.

The term “management” is not defined in MAR but under Danish law, management comprises at minimum members of the board of directors and the chief executive officer (in Danish: administrerende direktør). Notably, the DFSA states that regardless of whether an employee form part of a company’s management or not, dismissal or hiring of certain employees may constitute inside information if the employee is deemed material for the business of the company. As an example, such employees could be the key persons mentioned in a prospectus.

The DFSA Guidelines are to be read in conjunction with the rules for Nasdaq Copenhagen and Nasdaq First North Growth Market Denmark. Pursuant to these rules, any change to the board of directors, the CEO and CFO2, must be disclosed as soon as possible. The DFSA states that these rules only apply if the change does not constitute inside information, e.g., changes to ordinary members of the board of directors or a reshuffle of members. As described below, these do not, generally, constitute inside information but must be disclosed pursuant to Nasdaq rules. Based on the DFSA statement, it is unclear how inside information delayed pursuant to MAR should be treated under Nasdaq rules, i.e., will an issuer act in violation of Nasdaq rules if it delays dis-closure of a change in management? As the additional disclosure obligations in Nasdaq’s rules follow the disclosure regime of MAR, we assume that an issuer may delay disclosure of changes in management labelled as inside information without acting contrary to Nasdaq rules.

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Dan Moalem


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Joachim Buznicki Nørlem

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