The Legal Framework for Managers’ Transactions in the European Capital Markets Code

This chapter examines the legal framework of managers’ transactions in the EU capital markets law and inquires how this institution may be designed in the European Capital Markets Code. The regulatory concept and functions of managers’ transactions disclosure and closed periods regime set forth in Article 19 MAR are presented, weighing their theoretical and functional pros and cons after eight years of MAR’s direct application. A discourse concerning the current EU regulatory regime is complimented by remarks regarding the conclusions from the MAR Review 2019–20 and the changes introduced by the Listing Act adopted in April 2024. A comparative look into the Section 16(b) SEA ‘short-swing’ profit rule sheds light on the divergent regulatory philosophies concerning directors’ dealings between the EU and the US. The chapter concludes with several proposals regarding the possible future design of managerial transactions’ disclosure and closed periods. The analysis of the ‘why’ of this regulatory regime in the ECMC is accompanied by the ‘how’ inquiry aiming to examine the supervisory and enforcement practice concerning the institutions from Article 19 MAR.