Recital 64

(64) According to Article 11(1) of Regulation (EU) No 596/2014, a market sounding comprises the communication of information, prior to the announcement of a transaction, in order to gauge the interest of potential investors in a possible transaction and the conditions relating to it, such as its potential size or pricing, to one or more potential investors. A market sounding is an established practice which contributes to efficient capital markets. A market sounding may, however, require the disclosure of inside information to potential investors and expose the parties involved to legal risks. The definition of market sounding should be broad in order to cater for the different typologies of soundings and different practices across the Union. The definition of a market sounding should therefore also include communications of information not followed by any specific announcement of a transaction, as inside information might be disclosed to potential investors also in that case and issuers should be able to benefit from the protection afforded by Article 11 of Regulation (EU) No 596/2014.

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Source: EUR-Lex (Cellar) · retrieved 2026-10-17 · Text as adopted (Official Journal); later amendments are not incorporated in this text.