Market abuse regulation (MAR) in Norway

Published: 22 February 2021
Last updated: 10 March 2022

Regulation (EU) nr. 596/2014 on market abuse (MAR) enters into force in Norway on 1 March 2021. MAR aims to increase market integrity and investor protection, and thereby enhance the attractiveness of securities markets for capital raising. It contains prohibitions of insider dealing, unlawful disclosure of inside information and market manipulation, as well as provisions to prevent and detect these. Although much of the content in MAR will be familiar in concept, it nevertheless implies a number of changes. Some changes of particular importance are highlighted below.

Scope of the market abuse legislation

The scope of the legal framework on market abuse is extended considerably, and will, in addition to financial instruments that are traded on regulated markets, cover financial instruments that are traded on multilateral trading facilities (in Norway: Euronext Growth) and organized trading facilities as well as behaviour or transactions relating to the auctioning on an auctioning platforms authorized as a regulated market of emission allowances.

Sanctions

Following amendments to the Norwegian Securities Trading Act taking effect on 1 March 2021, Finanstilsynet has been granted authority to issue penalties in relation to a number of MAR infringements, including (but not limited to) market manipulation, unlawful disclosure of inside information and breaches of the obligation to draw up and update insider lists.

Persons discharging managerial responsibilities ("primary insiders")

MAR entails significant changes to the rules regarding the duty of persons discharging managerial responsibilities (PDMRs, or "primary insiders") and persons closely associated with PDMRs concerning notification of transactions in financial instruments of the issuer or emission allowance market participants. The scope of the notification obligation under MAR Article 19 is wider than the pre-MAR requirements, covering transactions relating to debt instruments and related derivatives or financial instruments. Furthermore, the transactions subject to notification are extended to cover inter alia transactions where no action is required by the PDMR (for example gifts, inheritance).

The PDMRs and closely associated persons (i.e. a natural or legal person as defined in MAR Article 3 (1) (26) shall submit the notifications to Finanstilsynet by the use of a form which is available on the electronic web portal "Altinn". Please note that the PDMR, or the person closely associated with the PDMR, is also required to notify the relevant issuer or the emission allowance market participant.

Before logging in to Altinn.no, please be aware that PDMRs as well as their closely associated persons will need to register as Altinn users. If you have not yet been registered, please read the guide below first:

Once you have created a user, you can log in to Altinn.no as described in the Guide:

The PDMR and the closely associated person may allow some other person (for example the issuer) to submit the form to Finanstilsynet on their behalf. However, the PDMR and the closely associated person remain legally responsible for compliance with the notification requirements.

Information about how to fill in the form is set out in the form. In order to submit the form, you would need to fill in all mandatory fields.

Once the form has been submitted, the portal Altinn will general a receipt identifying the information which has been submitted to Finanstilsynet. The receipt may be used as a basis for the notification of the transaction to the issuer or the emission allowance market participant. PDMRs and the closely associated persons are responsible for the information which is submitted to the issuer and the emission allowance market participant.

The issuer may use the information in the receipt as a basis for publishing the transaction by retrieving information from the receipt and entering this into its own publishing tool. It should be noted that the receipt, which contains free text fields, may contain personal information or other information that is not supposed to be published. The receipt from Altinn should therefore not be pasted into, or be attached to, the message that is published.

Should you experience technical problems, please contact Altinn support

Should you have any questions about how to complete the form, you may contact Finanstilsynet by e-mail: PDMR@finanstilsynet.no between 09 AM and 3 PM on working days. Please explain briefly what the request is about and provide contact information. The contact information should include a telephone number, which allows Finanstilsynet to call you back should we consider this to be the most appropriate way to follow up on your request.

Reporting of suspicious transactions (STORs)

Pursuant to Article 16 of MAR any person professionally arranging for or executing transactions, as well as market operators and investment firms that operate a trading venue, shall notify the competent authority without delay where such person have suspicion that an order or transaction would constitute insider dealing, market manipulation or attempted insider dealing or market manipulation.

Persons professionally arranging or executing transactions shall be subject to the rules of notification of the member state where they are registered or have their head office, or, in the case of a branch, the member state where the branch is situated.
STORs to Finanstilsynet should be submitted by the use of this form:

A completed form with attachments should be submitted by email to stors@finanstilsynet.no.

Should you have questions as to whether a STOR should be submitted to Finanstilsynet or to another competent authority, you may approach Finanstilsynet on the mentioned email address.

Please ensure that the submission is encrypted (TLS) . Contact your IT department if you are unsure whether the email is encrypted with TLS. Please see further information about exchange of encrypted e-mails here.

MAR, as well as the most relevant delegated and/or implementing acts ("level 2" acts) and ESMA's guidelines on MAR, are available here.

MAR "Level 2" acts

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