Team Delay: Nothing to See Here Yet
Let us start with the "Delay Brigade". These are the issuers and advisors who argue that inside information only becomes "inside" once it has been fully baked, sliced, and served on a silver platter, ideally at the board meeting. Until then, it's all a bit raw.
According to this view, draft earnings, possible profits warnings or preliminary numbers are not inside information. Why? Because they could still change. Markets are volatile, accountants are picky, and the finance director may still have another spreadsheet up their sleeve.
This group leans heavily on the idea that early disclosure could confuse investors. Imagine the horror if the Q1 numbers came out and then changed by Q2. Chaos. Best to wait, they argue, until the picture is final.
Team Disclosure: Tell It Like It Is
On the other side, we have the "Disclosure Enthusiasts". These are the regulators, lawyers with very neat handwriting, and compliance teams who read MAR with the religious intensity of a monk translating ancient texts.
They argue that if a company becomes aware of information that deviates significantly from expectations, that information is already precise enough. It doesn’t matter if it still needs board approval or someone to add a few footnotes. Investors would want to know.
To them, waiting is not a sensible precaution, it is potential market abuse. Especially when everyone in the office already knows something is up, and the rumour mill is working overtime.
Annual Accounts: The Great Unknown
Few things inspire fear in the heart like year-end financials. And here lies one of the spiciest questions of all: when does a company have inside information during the preparation of its annual accounts?
The Delay Team says not until the board signs off. The Disclosure Team points to guidance saying that if the outcome is clear before then, it should be disclosed. If results are going to materially miss forecasts, the market should know. Even if the finance team hasn’t quite finished arguing over accruals.
Interims, Deals and Other Favourites
Interim results raise the same drama. So do mergers, acquisitions, restructures, and large client wins or losses. These are not new. But the argument always hinges on precision. How firm does a plan or result need to be before it counts as inside information?
One person’s evolving negotiation is another’s market-moving leak. The challenge, of course, is that regulators assess these things with perfect hindsight.
Be Smart, Not Sorry
If in doubt, ask the hard questions:
- Would a reasonable investor care?
- Is it precise enough to form a view on price?
- Can we keep it confidential?
If you're ticking those boxes, you should already be maintaining your insider list and preparing your disclosure plan.
Because the only thing worse than getting MAR wrong is having to explain to the FCA why you didn’t even try to get it right.
And if you need help, you know where we are. Clue’s in the name.
