Recital 65

(65) Article 11(4) of Regulation (EU) No 596/2014 provides that the disclosure of inside information in the course of a market sounding is deemed to be made in the normal exercise of a person’s employment, profession or duties, and therefore does not constitute unlawful disclosure of inside information, where the disclosing market participant, in addition to the mandatory requirements laid down in Article 11(3) and in Article 11(6), complies with the requirements laid down in Article 11(4) of that Regulation. In order to avoid an interpretation whereby disclosing market participants carrying out a market sounding are obliged to comply with all of the requirements set out in Article 11(4) of Regulation (EU) No 596/2014, it should be specified that the market sounding regime and the requirements in Article 11(4) are optional for the disclosing market participants and entail the protection from the allegation of unlawful disclosure of inside information. At the same time, while there should be no presumption that disclosing market participants that do not comply with the requirements set out in Article 11(4) of Regulation (EU) No 596/2014 when conducting a market sounding have unlawfully disclosed inside information, those disclosing market participants should not be able to take advantage of the protection afforded to market participants that do comply with those requirements. To ensure the possibility for competent authorities to obtain an audit trail of a process that may imply disclosure of inside information to third parties, it should also be specified that the requirements set out in Article 11(3) and (6) of Regulation (EU) No 596/2014 are mandatory for all disclosing market participants, regardless of whether the optional procedure in Article 11(4) of that Regulation is followed.

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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.