FIN-FSA Issues Administrative Sanctions for Delay of Managers’ Transaction Notifications

• The FIN-FSA has today ordered administrative sanctions related to managers’ transaction notifications under the EU Market Abuse Regulation – with penalty payments ranging from EUR 1,000 to EUR 6,000
• The transactions exceeded the new MAR reporting threshold of EUR 20,000 per year (slightly above EUR 20,000 to EUR 30,000), and the reporting delays varied from  some two months to close to a year.
• The FIN-FSA has taken an exacting stand on the reporting requirements and has stated that board members and other persons discharging managerial responsibilities in publicly traded companies have an emphasized duty to be aware of and comply with applicable securities regulation.

The Finnish Financial Supervision Authority (FIN-FSA) has today issued administrative sanctions regarding the reporting obligations of managers of listed companies and their closely associated persons under Article 19 of the Market Abuse Regulation ((EU) No 596/2014, "MAR"). These obligations require notification to the FIN-FSA and the listed company of transactions related to the securities of said listed companies. The notification must be made within three working days of the transaction. MAR has recently been amended so that the reporting obligations apply once a total amount of EUR 20,000 has been reached within a calendar year.  

In the cases published today, the delays in transaction notifications ranged from approximately two months to close to a year – largely due to human error based on information provided. The value of the transactions ranged from approximately EUR 20,000 to EUR 30,000 and the administrative sanctions ranged from EUR 1,000 to EUR 6,000. The FIN-FSA issued similar administrative sanctions for delayed notifications in October 2024 – in those cases, the administrative sanctions ranged from EUR 7,000 to EUR 30,000.

These cases only included a delay of the required trading notification, and there was not a breach of closed windows or insider regulation. It is important to pay particular attention to transaction timing. The FIN-FSA has noted that predetermined trading programs can be useful tools for trading in the issuer’s financial instruments, for example.

Based on the decisions of the FIN-FSA it appears that the notifications have been delayed mainly due to human error. However, the FIN-FSA has taken the position that board members and other persons discharging managerial responsibilities in publicly traded companies have an emphasized duty to be aware of and comply with applicable securities regulation. It is therefore important that issuers, board members and other managers – and their closely associated parties under MAR – should review the reporting obligations related to their transactions in the issuer’s financial instruments. They should also have available clear and accessible procedures to satisfy these obligations in a timely fashion.

The FIN-FSA decisions also provide that, as a starting point, the targeted managers have independently notified of their delays and proactively contributed to clarify the matter. The FIN-FSA has taken note of the self-correction, but it is not clear to what degree this has decreased the administrative sanction. For the purposes of market information, it can be desirable to develop regulatory models that promote market participants to declare and seek to rectify mistakes proactively, as is the case in certain other markets.

The decisions of the FIN-FSA are not final and can be appealed.

We at Hannes Snellman continue to monitor the interpretation practices and enforcement actions of the FIN-FSA regarding potential infringements. We are happy to assist market participants in connection with any financial regulatory matters.

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