Zasady postępowania z informacjami poufnymi na rynku kapitałowym w przypadku transakcji M&A

The general rule underpinning both european and polish capital markets law is the equal access to information concerning financial instruments and their issuers. In order to reduce the information asymmetry and diminish the risk of insider trading the law provides for issuers' obligation to disclose inside information. The paper tackles the problem of dealing with inside information in case of multi-stage events. on the background of the ecj case law the authors try to answer the question, when information concerning a separate stage may be perceived as an inside information and under what conditions issuer may delay its disclosure. Second issue the paper deals with is whether a listed company may disclose an inside information during the due diligence and if a party to a planned m&a transaction is allowed to use this information while preparing the transaction. The authors come to conclusion that management board of a listed company is permitted to disclose inside information during the due diligence provided that, first, the disclosure does not violate the interest of the company and second - precautionary measures are taken (in particular, further confidentiality of the information is secured) in order to ensure that no party of the planned m&a transactions takes advantage of the information asymmetry. This view is based on teleological construction of the european and polish law and takes also into regard needs of the business practice. Finally, the provisions of the new market abuse regulation relevant for m&a transactions are presented.