Securities market conduct

Supervision, analysis and monitoring 

The majority of cases investigated by Finanstilsynet in 2023 were reported by investment firms, foreign authorities and investors. Many cases were referred by Oslo Børs or initiated by Finanstilsynet itself in response to market events. Finanstilsynet's own monitoring systems triggered a large number of alarms that led to further investigation.   

Finanstilsynet received 204 reports from investment firms and marketplaces under an obligation to report transactions giving rise to suspicion of insider dealing or market manipulation. In addition, Finanstilsynet received 101 reports from foreign supervisory authorities on insider dealing or market manipulation.

Cases of insider dealing and market manipulation are time-consuming. The investigations are often complex and require that large volumes of data are obtained. In a number of cases, information from foreign players must also be acquired.

Against this background, new monitoring processes were developed in 2023 to ensure that the rules on the mandatory disclosure obligation and notification obligation for primary insiders are observed. The transaction reporting system (TRS) covers all EEA states and includes reports on executed transactions in financial instruments from investment firms and trading venues. 

TRS is an important basis for the supervision of securities markets and is used to detect market abuse etc.   

After taking the new monitoring systems and TRS data into use, Finanstilsynet imposed seven administrative fines for violation of the disclosure requirement for large shareholdings and six fines for violation of the notification requirement for primary insiders etc. in 2023.

Short sales

According to the Short Selling Regulation, investors holding short positions in shares or government debt that exceed set thresholds shall notify these to the supervisory authority. Short positions are reported and published in Finanstilsynet's Short Sale Register, ssr.finanstilsynet.no. This register has been established in accordance with pan-European regulations on short selling. Net short positions above or equal to 0.5 per cent of share capital are publicly available information. Other notified positions are available only to Finanstilsynet and the European Securities and Markets Authority (ESMA). In 2023, the notification threshold for short positions in shares was changed from 0.2 per cent to 0.1 per cent. Finanstilsynet’s website on short sales contains information that is relevant to many and is frequently visited. 

Finanstilsynet imposed 11 administrative fines for violation of the Short Selling Regulation in 2023, ranging from NOK 50 000 to NOK 5 million

In addition to the administrative fines, several undertakings were also warned of minor violations. Finanstilsynet sends statistics of short positions in shares and government debt to ESMA on a regular basis.

Insider dealing and market manipulation

Insider dealing

Finanstilsynet reported four cases of suspected insider dealing and/or breach of the ban on unlawful disclosure of inside information to the prosecuting authority in 2023. 

Three judgments entered on a plea of guilty were passed in the Oslo District Court in connection with insider dealing in a listed company. Two people were sentenced to imprisonment for five months and 45 days, respectively, for insider dealing. In addition, their financial gains were confiscated. The two convicted persons purchased shares in the company the day before it announced that it had entered into a long-term strategic partnership agreement with another company. The shares were sold immediately after the company’s statement to Oslo Børs was published. A third person, who was employed by the company, was sentenced to five months in prison for inciting insider dealing and unlawfully disseminating inside information.

In 2023, a board member at a listed issuer accepted a fine of NOK 60 000 for negligent insider dealing and confiscation of the financial gain of NOK 2 000. The board member was fined for purchasing shares in the issuer despite the fact that he or she, in their capacity as a board member, had been informed prior to the transaction that negotiations were under way between the issuer and other players on the establishment of a collaboration agreement. The negotiations constituted inside information, and the board member had been included on an insider list.

Market manipulation

In 2023, Finanstilsynet imposed the first administrative fine of NOK 5 million for violation of the ban on market manipulation. The investor had executed a large number of trades through his or her own investment company (so-called ‘wash trades’). These trades were likely to give misleading signals about the offering, demand or price of the relevant shares. After Finanstilsynet revealed that the investor in question proceeded with the same form of trading after the administrative fine had been imposed, Finanstilsynet decided to impose an additional administrative fine of NOK 5 million on the grounds that the offence had been repeated. This decision has been appealed.

Supervision of issuers’ handling of inside information in connection with private placements

In 2023, Finanstilsynet conducted a thematic inspection of private placements and equal treatment of shareholders. In addition to the thematic inspection at Oslo Børs and the investment firms involved in a selection of private placements in 2022, Finanstilsynet investigated eight issuers' handling of inside information. Finanstilsynet placed particular weight on the issuers' assessment of when insiders got access to inside information during the issue process and compared this to the time specified by the investment firms acting as managers. Finanstilsynet also examined the issuers' insider lists.

In its inspection report, Finanstilsynet emphasised that issuers must make a thorough assessment of when a process constitutes inside information.

Finanstilsynet's investigations also revealed that several issuers had maintained insider lists with insufficient content.

Regulatory development

Regulation (EU) 2019/2115 of the European Parliament and of the Council as regards the promotion of the use of SME growth markets (SME Regulation) entered into force in Norway on 1 June 2023. The regulation entailed amendments to the Market Abuse Regulation (MAR), including the rules on disclosure of transactions from primary insiders and persons closely associated with them, as well as the rules on market soundings. Finanstilsynet informed market participants about the regulatory changes on its website and in presentations at seminars.

In connection with the entry into force of the SME Regulation, Finanstilsynet issued supplementary provisions to MAR (‘level 2’ legislation) by amending the Securities Trading Regulations.