Ref. no.: WA 27-Wp-2001-2016/0056
Date: 08 December 2016

On 20 October 2016, the European Securities and Markets Authority (ESMA) published the German translation of its "Guidelines on persons receiving market soundings" on its website.

These guidelines relate to market soundings, i.e. the interactions between a seller of financial instruments and one or more potential investors prior to the announcement of a transaction. The aim of market soundings is to gauge the interest of potential investors in a possible transaction and its pricing, size and structuring.

Conducting market soundings may require the disclosure of inside information. The guidelines therefore set out factors which the market sounding recipient should take into consideration when assessing whether he is in possession of inside information as a result of the market sounding.

The guidelines also regulate how the market sounding recipient should act in order to comply with the insider dealing prohibition, in particular the prohibition of the unlawful disclosure of inside information. The guidelines conclude with record keeping requirements.

BaFin has informed ESMA that it will comply with these guidelines. From now on, BaFin will therefore draw on these guidelines as part of its administrative practice in order to assess whether the insider dealing prohibition, in particular the prohibition of the unlawful disclosure of inside information, has been observed.