Page - 125 - in Austrian Law Journal, Volume 2/2019

ALJ 2019 Managers’ Transactions 125 ("managers' transactions"; "directors' dealings").5 The issuer must disseminate the notification (para 3 leg cit) and publish it on their website.6 The reporting obligation under Art 19 MAR is broader in scope than the previous provisions of section 48d(4) of the Austrian Stock Exchange Act of 1989 (Börsegesetz; BörseG)7 and section 15a of the German Securities Trading Act (Wertpapierhandelsgesetz; WpHG).8 This is due to the fact that the objectives associated with the disclosure of transactions have changed: whereas previously investors were to benefit, above all, from the signal effect that such reports could have,9 the current legal framework aims to make the market as transparent as possible. In the following, it will be shown that legal problems relating to disclosure under Art 19 MAR are to be answered exclusively according to the transparency objective now pursued. To this end, the conceptual background and general objectives of the disclosure of managers' transactions must first be briefly addressed (chapters II.A and II.B). It is then considered which concrete objectives the reporting obligation of Art 19 MAR pursues (chapter II.C). On the basis of these objectives, practical application questions of the provision are discussed (chapter III) and the civil law consequences of a breach of the reporting obligation are shown (chapter IV). The paper concludes with a summary assessment of the reporting obligation (chapter V). II. Conceptual Principles A. Publicity of the Capital Market The reporting requirement for managers' transactions is part of the disclosure requirements under capital market law. Their aim is to make market events transparent by disclosing various types of information, thus strengthening investors' confidence in the capital market. The disclosure regulations cover a wide variety of aspects of market events; market participants are informed, for example, about shareholder shareholdings (publicity of shareholdings), about non-publicly known price-sensitive information concerning the issuer (ad hoc publicity) or about the conclusion of transactions by managers (publicity of managers' transactions).10 The provision of the respective information serves very different subgoals.11 5 Both in the English and German language versions of the Regulation, Art 19 MAR is entitled “Managers' Transactions” and not the customary term “Directors' Dealings”. This designation illustrates that there are differences in content from the previous reporting obligation. However, it cannot be used to derive a different substance of the reporting obligation, so that the term "Directors' Dealings" may continue to be used. 6 C-Rule 73 (Austrian Corporate Governance Code; ÖCGK). Furthermore, managers’ transactions are also disclosed on the competent authorities’ (Austrian Financial Market Authority – FMA; German Federal Financial Supervisory Authority – BaFin) website. 7 The Bundesgesetzblatt für die Republik Österreich (BGBl) No. I 2004/127. 8 The German Bundesgesetzblatt (BGBl) No. I 2004, 2630. 9 See chapter II.B.1. 10 See Holger Fleischer, Directors’ Dealings, ZIP 1217, 1218 (2002). 11 For the subgoals of the managers' transactions reporting obligation see chapter II.B.