Page - 131 - in Austrian Law Journal, Volume 2/2019

ALJ 2019 Managers’ Transactions 131 incidental effect of promoting equal treatment of investors is also decreasing.48 The main objective of the reporting obligation under Art 19 MAR is to create extensive transparency regarding the transactions of executives and persons closely associated with them;49 investors should be informed of market developments in as much detail as possible. This is a prerequisite for the confidence of market participants, in particular the issuer's shareholders, and strengthens the integrity of the capital market. The reporting obligation thus also contributes to capital market integrity, within the framework described in chapter II.B.4.50 III. Purposive Interpretation of Art 19 MAR The European regulator has re-aligned the reporting obligation with respect to managers' transactions both in regard to the objectives and the design of Art 19 MAR. As shown, the main objective of the reporting obligation under this provision is to ensure the greatest possible transparency and thus to strengthen the confidence of market participants in the integrity of the capital market. This changed focus compared to the previous legal regime is to be taken into account when interpreting Art 19 MAR. The following remarks shed light on some of the key application issues of the reporting obligation in the light of the objective pursued by Art 19 MAR. It shows who is obliged to report (chapter III.A), which type of transactions and which financial instruments are subject to the reporting obligation (chapter III.B), when a transaction has to be reported (chapters III.C and III.D) and how the disclosure is to be transacted (chapter III.E). The latter points are exemplified by the Austrian and German legal regimes. A. Personal Scope of Application The reporting obligation under Art 19(1) MAR applies to executives of issuers51 as well as to emission allowance market participants.52 The issuer is defined in Art 3(1)(21) MAR. In contrast to 48 See chapter II.B.2. 49 See also Marco Dell’Erba, Art 19, in Market Abuse Regulation, B.19.02 (Marco Ventoruzzo/Sebastian Mock ed, 2017): “The main purpose of this disclosure obligation consists in the improvement of the transparency of financial markets.” 50 Under the current legal regime, the obligation to notify scarcely contributes to the transparency of shareholdings, due to the same reasons as those applicable to the previous legal framework. See Zimmer & Osterloh, supra note 38, at 17 et seq; see also Diekgräf, supra note 20, at 136. 51 Issuers are legally defined in Art 3(1)(21) MAR. According to Art 19(4) MAR, the reporting obligation applies to issuers who have requested or approved admission of their financial instruments to trading on a regulated market (lit a). In the case of an instrument only traded on a multilateral trading facility (MTF) or an organized trading facility (OTF), it also applies to issuers who have approved trading of their financial instruments on an MTF or an OTF or have requested admission to trading of their financial instruments on an MTF (lit b). It is essential here that the issuer was actively involved in the admission of its financial instruments. Since the initiative to include financial instruments in an MTF does not necessarily have to come from the issuer itself, the issuer's financial instruments can also be traded without its approval. The requirement to participate in admission thus prevents the issuer from being subject to the consequential obligations provided for by the MAR and strictly sanctioned, even though it may not have wanted to trade at all. 52 See Art 3(1)(20) MAR. For reasons of simplicity, emission allowance market participants will not be mentioned separately below. The comments on issuers apply to them accordingly. The reporting obligation also applies to