Market abuse covers three behaviours under the UK Market Abuse Regulation: insider dealing, unlawful disclosure of inside information, and market manipulation. Criminal insider dealing now carries up to 10 years, raised from seven in November 2021. The detail that trips people up most often is the managers' dealing threshold, which is EUR 5,000 — not £5,000.
The framework
UK MAR is Regulation (EU) No 596/2014, onshored on 31 December 2020 under the European Union (Withdrawal) Act 2018 and adapted by the Market Abuse (Amendment) (EU Exit) Regulations 2019. The original applied from 3 July 2016.
The three behaviours map to specific articles: insider dealing at Articles 8 to 10 and 14; unlawful disclosure at Articles 9 to 10 and 14; and market manipulation at Articles 12 and 15, with the detailed indicators in Annex I.
Inside information
Article 7(1)(a) defines it as information of a precise nature, which has not been made public, relating directly or indirectly to one or more issuers or financial instruments, and which if made public would be likely to have a significant effect on the prices of those instruments or related derivatives.
Article 7(2) unpacks "precise nature", and Article 7(4) supplies the reasonable investor test: information a reasonable investor would be likely to use as part of the basis of their investment decisions. In practice that test does the work — the question is not whether the information is interesting but whether it would feed an investment decision.
Disclosure, and when you can delay
Article 17(1) requires an issuer to disclose inside information as soon as possible. Article 17(4) permits delay only where all three conditions are met:
- Immediate disclosure is likely to prejudice the issuer's legitimate interests;
- Delay is not likely to mislead the public;
- The issuer can ensure confidentiality.
All three, not any one. The second is the condition most often overlooked: an issuer that has said something to the market which the delayed information would qualify cannot rely on delay, however legitimate its commercial interest.
Article 17(8) deals with leaks and selective disclosure — simultaneous public disclosure where the selective disclosure was intentional, prompt disclosure where it was not, unless the recipient owes a duty of confidentiality.
Insider lists
Article 18 requires issuers to draw up and promptly update a list of everyone with access to inside information. It must record each person's identity, the reason for inclusion, the date and time they obtained access, and the date the list was drawn up, and each update must state the date and time of the change that triggered it.
Lists are retained for at least five years. Where a third party maintains the list — a law firm or a registrar — the issuer remains fully responsible for it. SME growth market issuers are relieved from routine list-keeping subject to conditions.
PDMR dealings and the closed period
Two numbers to get right. Notification of a manager's transaction goes to the issuer and the FCA promptly and no later than three working days after the transaction date.
And the threshold is EUR 5,000, aggregated without netting within a calendar year: the obligation applies to any subsequent transaction once a total of EUR 5,000 has been reached in that year. Article 19(9) permits the FCA to raise it to EUR 20,000, and the FCA's own published position states the threshold remains EUR 5,000 per calendar year.
It is a euro figure in UK-assimilated law, which reads oddly but is what the text says. Anyone running a sterling threshold is running the wrong test.
The closed period is 30 calendar days before the announcement of an interim financial report or a year-end report, during which a person discharging managerial responsibilities must not conduct transactions. Calendar days, and it runs backwards from the announcement — so the period is only knowable once the reporting calendar is fixed.
Suspicious transaction and order reports
Article 16(1) requires market operators and investment firms operating a UK trading venue to maintain effective arrangements, systems and procedures to prevent and detect insider dealing and market manipulation, and to report suspicious orders without delay. Article 16(2) extends the obligation to any person professionally arranging or executing transactions, who must notify the FCA without delay on reasonable suspicion of insider dealing, market manipulation, or an attempt at either.
The Handbook home for STORs is SUP 15.10. Be careful with the reference — SUP 15A is EMIR, and the two get confused. SUP 15.10.4 sets the threshold as sufficient indications that the transaction or order might constitute market abuse, with the person able to explain the basis of the suspicion. Note how low that is: "might", plus an articulable reason.
The criminal regime
Criminal insider dealing sits in Part V of the Criminal Justice Act 1993. Section 61 sets the penalty: on summary conviction a fine not exceeding the statutory maximum and up to six months; on indictment, a fine and imprisonment not exceeding ten years.
The increase from seven to ten years was made by section 31 of the Financial Services Act 2021, in force 1 November 2021, and does not apply to offences committed before that date.
The misleading statements offences are a separate regime and frequently miscited. They are in Part 7 of the Financial Services Act 2012 — section 89 misleading statements, section 90 misleading impressions, section 91 misleading statements in relation to benchmarks — with the penalty in section 92: on indictment, up to ten years or a fine or both. They are not FSMA 2000 provisions; FSMA 2000 section 397 was the predecessor.
What issuers and firms should actually do
Three practical points carry most of the risk. Keep the insider list contemporaneously rather than reconstructing it — the date and time fields are the ones that cannot be back-filled credibly, and the issuer carries the responsibility even where an adviser holds the list.
Second, document the delay decision under Article 17(4) at the time, against all three conditions. A decision to delay that was defensible but unrecorded is hard to defend afterwards.
Third, run the PDMR calendar properly: closed periods tied to the reporting timetable, the EUR 5,000 running total per person per calendar year, and the three-working-day clock. These are administrative failures rather than misconduct, and they are the ones that actually generate enforcement correspondence.
Acumon supports listed and regulated businesses on governance and controls through corporate governance and internal audit work, with financial services audit and forensic accounting where an investigation follows — see also our guides to the Consumer Duty and non-financial misconduct. If your insider list is assembled at the point of an announcement rather than maintained, that is the control to fix first.