Notifications of Directors and Managers of listed companies on stock market transactions and deliveries of shares and stock options

The Spanish Securities and Exchange Commission (“CNMV“) has published two communications concerning notifications by directors and managers of listed companies on stock market transactions and the delivery of shares and stock options in the context of remuneration systems.

According to the CNMV’s notification  of February 18, 2020, from  March 2, the directors of listed companies must notify the  transfer or acquisition of shares exclusively via the electronic notification process currently in place for directors (“NOD”). This obligation also applies to transactions carried out by individuals with close ties to the director whose voting rights correspond to the director, as the party with the power to exercise those voting rights. This is in addition to the reporting obligations that may apply to directors who are also  major shareholders of the listed company under transparency regulations (Spanish Royal Decree 1362/2007, of October 19).

The second notification from the CNMV states that, from the same date, the NOD electronic reporting process of the CNMV’s Virtual Office must also be used to report transactions involving financial instruments that are carried out by individuals with managerial responsibilities (i.e., directors and managers) of listed companies  in connection with remuneration systems included in any of the cases foreseen by Delegated Regulation 2016/522 such as  acceptance or exercise of stock options and the acquisition or exercise of rights, among others.