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ALJ 2019 Managers’ Transactions 137
high-volume transaction would not have to be reported, although its disclosure is important for
market transparency.83
It is not clear from Art 19(8) MAR whether, in calculating the threshold, the manager's own affairs
and those of persons closely associated with him or her must be added together or whether the
threshold must be calculated individually for each person covered by the personal scope of the
provision. The European Securities and Markets Authority (ESMA)84 and the Federal Financial
Supervisory Authority of Germany (BaFin)85 take the latter view.86 This is convincing in light of the
MAR concept, according to which transactions of closely related persons are not to be reported by
the respective manager, but are subject to a reporting obligation of their own. It would be
systematically incomprehensible to deviate from this approach when calculating the threshold
value and to add the transactions of a manager as well as transactions of persons closely related
with him or her.87 The fact that Art 19 MAR does not impose an obligation on closely related
persons to inform the manager of their business also speaks in favour of an individual
consideration; the manager would, therefore, often not even be able to determine whether a
reporting obligation already exists or not.88 Therefore, if a member of the management board
purchases shares of the issuer for € 4,000 and his or her dependent child purchases shares of the
issuer for € 2,000, the reporting obligation of Art 19 MAR does not apply to either of them.
E. Reporting Procedure
The reporting obligation under Art 19(1) and (2) MAR applies to managers and natural persons,
legal persons, partnerships and trusts closely associated with them ad personam in each case.89
The addressee of the notification is, on the one hand, the issuer. The person responsible for this
(e.g. the compliance officer) is generally easy for managers to identify. Closely related persons will
often have to rely on the help of the executive or on contact information on the issuer's homepage.
On the other hand, managers’ transactions are to be reported to the supervisory authority – the
FMA in Austria and the BaFin in Germany. Due to the domicile principle of the MAR, the national
supervisory authority (e.g. the FMA) is also responsible if shares of a stock corporation domiciled
in Austria (e.g. in Vienna) are listed exclusively or additionally abroad. The report must be
submitted using the template contained in the Annex to the Implementing Directive (EU) 2016/523;
in Austria, this must be sent by e-mail to marktaufsicht@fma.gv.at, in Germany, the report form
must be sent by fax to BaFin.90 The BaFin's guidelines for Managers’ Transactions contain various
examples of reports which can be used as a basis for persons obliged to report.91
83 Matthias Rathammer & Markus Sam, Ad-hoc- und Directors‘ Dealings-Verpflichtungen im MAR Regime, ÖBA 436,
438 (2016); Semrau, supra note 82, at 54.
84 ESMA Q&A (ESMA70-145-111) 7.3.
85 BaFin, supra note 68, Frage III.1.
86 Likewise Stegmaier, supra note 19, at 94; for a different opinion Kalss & Oppitz & Zollner, supra note 13, at 19/39;
Maume & Kellner, supra note 28, at 289.
87 Likewise Kumpan, supra note 13, at 455.
88 Kumpan, supra note 13, at 455; Schäfer, supra note 24, at 16.16.
89 See Kalss & Zollner, supra note 35, at 112; Lechner & Temmel, supra note 57, at 169, in each case with regard to
the previous legal regime.
90 The fax number can be found in the BaFin guidelines (footnote below).
91 See BaFin, supra note 68, at 20 – 31.
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Buch Austrian Law Journal, Band 2/2019"
Austrian Law Journal
Band 2/2019
- Titel
- Austrian Law Journal
- Band
- 2/2019
- Autor
- Karl-Franzens-Universität Graz
- Herausgeber
- Brigitta Lurger
- Elisabeth Staudegger
- Stefan Storr
- Ort
- Graz
- Datum
- 2019
- Sprache
- englisch
- Lizenz
- CC BY 4.0
- Abmessungen
- 19.1 x 27.5 cm
- Seiten
- 17
- Schlagwörter
- Recht, Gesetz, Rechtswissenschaft, Jurisprudenz
- Kategorien
- Zeitschriften Austrian Law Journal