One programme, two rulebooks: MAR and US insider compliance side by side
If your company answers to both the Market Abuse Regulation and US securities law, you are policing the same insiders under two regimes. Build the core records once and map them to both.
Dual-listed foreign private issuers (FPIs), European groups with a US listing and US companies with securities admitted to trading in Europe all share one problem. The EU or UK Market Abuse Regulation (MAR) and US securities law were written separately, in different vocabulary and with different mechanics, yet they reach the same people and the same price-sensitive information. You can run one discipline mapped to both, or two that quietly disagree. This guide sets the regimes side by side so you can build the first. It is written for issuers and individual insiders, not the buy side.
Same people, same records
Both regimes reach the same individuals. MAR covers persons discharging managerial responsibilities (PDMRs) and persons closely associated with them; the US regime reaches directors, officers and 10% holders. In practice the names overlap almost entirely, which makes the covered-person roster and the record of who knew what, and when, shared infrastructure. Two rosters drift apart the day an appointment lands in one system and not the other, and that gap tends to surface at the worst moment: an inquiry, a filing deadline, a regulator's request.
At the base, both prohibit the same conduct. MAR bans insider dealing, unlawful disclosure and market manipulation, while Section 10(b) and Rule 10b-5 prohibit trading on material non-public information (MNPI) and securities fraud. "Inside information" and MNPI are defined and litigated differently, but an insider trading policy, restricted lists, trading windows and pre-clearance serve both regimes at once. None of them is a US-only or EU-only build.
Insider lists: a mandate on one side only
Here the regimes split, and overclaiming is common. MAR Article 18 requires issuers to keep insider lists in a prescribed format, current and producible to the competent authority on request. US law has no equivalent, and anyone telling a US issuer it must keep a MAR-style list is wrong.
US issuers keep matter-based access records anyway, as evidence that access to material information was controlled. For a cross-border issuer, one record built to the Article 18 standard does both jobs. Describe it as a mandate in Europe and as evidence in the US, and keep the European framing from crossing the Atlantic.
Transaction reporting: two clocks, one event
Under MAR Article 19, PDMRs and their closely associated persons must notify the issuer and the competent authority within three business days once their transactions pass an annual threshold, and the issuer then publishes them. That threshold now differs by jurisdiction. Since the EU Listing Act took effect in December 2024, the EU default is EUR 20,000 a year, which national authorities may lower to EUR 10,000 or raise to EUR 50,000 (Germany's BaFin chose the maximum). UK MAR still sets it at EUR 5,000.
On the US side, status decides the rules. Directors, officers and 10% holders of a domestic issuer file Forms 3, 4 and 5 under Section 16, with a Form 4 due before the end of the second business day after the trade. FPIs sat outside Section 16 under Rule 3a12-3 until the Holding Foreign Insiders Accountable (HFIA) Act, effective 18 March 2026, extended Section 16(a) reporting to FPI insiders, subject to conditional exemptive relief.
That relief creates a useful overlap. For UK and EEA issuers, the Article 19 workflow is often the home-country reporting the HFIA conditions rely on, so the notification you file and publish under MAR can double as evidence for the US exemption. One system that captures each transaction once, then drives the MAR filing and evidences the US condition, beats two systems recording the same trade twice.
Disclosure: not a mirror image
MAR Article 17 is an affirmative duty: disclose inside information to the market as soon as possible, unless the conditions for a legitimate delay are met. Regulation FD (Reg FD) is narrower. It targets selective disclosure of MNPI to certain recipients, and it applies to domestic issuers only.
So a US domestic issuer runs its general disclosure obligations through Form 8-K and periodic reports, with Reg FD on top. A cross-border FPI carries Article 17 at home and no Reg FD obligation on its US listing, though it may keep a similar discipline for its own reasons. Never describe MAR disclosure as Reg FD compliance, and never assert Reg FD against an FPI.
Wall-crossings: one record, two registers
MAR Article 11 sets out a market-soundings procedure for approaching potential investors before a transaction: assess whether inside information is being passed, follow a script, keep records, cleanse afterwards. The US has no codified equivalent, but bringing an investor over the wall is still governed by the anti-fraud rules and your own MNPI controls. Run one wall-crossing process built to the Article 11 record-keeping standard and it produces the contemporaneous evidence the US position rewards. Log it on the same access record as everything else.
What has no counterpart
Three features exist on one side only. Section 16(b) short-swing recovery, under which a matched purchase and sale within six months yields disgorgeable profit without any proof of fault, is US-only and applies only where Section 16 does. Reg FD is US-only and domestic-only. Article 18's insider-list mandate has no US equivalent.
Underneath the differences, the discipline is identical: control access to price-sensitive information, keep the people who hold it from trading, report what must be reported, and keep the record that proves it. In practice that means one covered-person roster, one access record built to MAR and serving the US purpose, a notification workflow that maps each transaction to its obligations on each side, and per-person tracking of any US exemption conditions. A record kept as events happen is a defence; one rebuilt after the fact is a gap.
InsiderList runs one roster and one access record across both regimes, drives MAR Article 19 notifications and tracks Section 16 or HFIA positions from the same transaction data. Where US reporting is owed, ownership events go to your filing provider as reviewed, filing-ready data. Your provider files, and your counsel reviews. Book a demo to see it run across both regimes.
InsiderList is insider trading compliance software used by companies in the UK, Europe, the USA and the UAE. This article is general information, not legal advice. For advice on your situation, consult qualified securities counsel.
