Page - (000001) - in Austrian Law Journal, Volume 2/2019

ISSN: 2409-6911 (CC-BY) 4.0 license www.austrian-law-journal.at DOI:10.25364/01.6:2019.2.1 Fundstelle: Hartlieb, Managers’ Transactions: From Signal Effect to Market Transparency, ALJ 2019, 124– 140 (http://alj.uni-graz.at/index.php/alj/article/view/142). Managers’ Transactions: From Signal Effect to Market Transparency Franz Hartlieb,* Graz Abstract: As of 3 July 2016, the Market Abuse Regulation (MAR) lays down a uniform, EU- wide obligation for managers of listed issuers to disclose transactions conducted on their own account regarding financial instruments of said issuers. Compared to the previous legal regime, the regulatory approach relating to this reporting obligation has changed considerably: it no longer serves to provide investors with information from which they may potentially draw conclusions regarding the price performance of the financial instruments concerned. Rather, the purpose of disclosure is to create the highest possible market transparency. Despite this change, the currently sparse doctrine largely interprets Art 19 MAR in relation to the intended signal effect according to the previous legal regime.1 This article considers the new legal framework from the viewpoint of Austrian and German law, and shows that in assessing the new rules, the change in objectives has to be taken into account. Keywords: directors‘ dealings; reporting obligation; signal effect; market transparency; market integrity; de minimis threshold; information overload I. Introduction Pursuant to Art 19(1) MAR,2 persons discharging managerial responsibilities in listed issuers,3 as well as persons closely associated with them, must inform the issuer4 and the competent authority within three business days about transactions conducted on their own account relating to shares or debt instruments of that issuer or to derivatives or other financial instruments linked thereto * MMag. Dr. Franz Hartlieb, LLM, Department of Corporate and International Commercial Law, University of Graz. 1 This applies in particular to Rolf Sethe’s and Alexander Hellgardt’s comprehensive and impressive commentary on Art 19 MAR. See Rolf Sethe & Alexander Hellgardt, Art 19 MAR, in Wertpapierhandelsrecht Kommentar, for example at 60, 62, 71, 103 (Heinz-Dieter Assmann/Uwe H. Schneider/Peter O. Mülbert eds, 7th ed. 2019). 2 Regulation (EU) No 96/2016 of the European Parliament and the Council of 16 April 2016 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, OJ 12.6.2014 L173/1. 3 As a result of the inclusion of debt instruments under the reporting obligation, issuers now include not only stock corporations, but also limited liability companies or partnerships with legal capacity. The following explanations refer to stock corporations; they apply mutatis mutandis also to issuers of other forms of companies. 4 The reporting obligation for emission allowance market participants will not be addressed in this contribution.