Banking Law and MAR (Market Abuse Regulation) Enforcement in Spain

Introduction

Banking Law and MAR Enforcement in Spain concerns the rules designed to protect the integrity of Spanish and European financial markets against insider dealing, unlawful disclosure of inside information and market manipulation.

The principal European legislation is Regulation (EU) No 596/2014 on Market Abuse, commonly called the Market Abuse Regulation or MAR. Because MAR is an EU regulation, it applies directly in Spain.

Spain supplements MAR through its national securities-market legislation, currently centred on Law 6/2023 on Securities Markets and Investment Services (Ley de los Mercados de Valores y de los Servicios de Inversión). The principal Spanish enforcement authority is the Comisión Nacional del Mercado de Valores (CNMV).

MAR is particularly important for banks because financial institutions can simultaneously be:

listed issuers;

investment-service providers;

brokers;

market makers;

lenders involved in confidential corporate transactions;

advisers on mergers and acquisitions;

holders of confidential issuer information; and

intermediaries processing large quantities of trading information.

The regulatory objective can therefore be summarised as:

Market integrity + equal access to material information + transparent price formation + investor confidence.

Spanish enforcement is significant in practice. CNMV maintains a public sanctions register, and serious and very serious sanctions are publicly recorded under the Spanish securities-law framework.

1. Purpose of MAR

Financial markets work properly only when investors have confidence that prices are formed fairly.

Suppose a bank executive secretly learns that a listed company is about to receive a major takeover offer.

The information is:

non-public;

sufficiently precise;

directly or indirectly related to the issuer or its financial instruments; and

potentially capable of significantly affecting the share price.

If the executive purchases shares before the information becomes public, an unfair informational advantage may exist.

MAR attempts to prevent such conduct.

The three central prohibited areas are:

Insider dealing

Unlawful disclosure of inside information

Market manipulation

These prohibitions are complemented by preventive requirements concerning disclosure, insider lists, suspicious transaction reporting and market surveillance.

2. Inside Information

The concept of inside information is fundamental.

Under MAR, information generally needs several characteristics before it qualifies as inside information.

It must be:

Precise

The information must concern circumstances that exist or may reasonably be expected to occur, or an event that has occurred or may reasonably be expected to occur, and must be sufficiently specific to permit conclusions concerning its possible effect on financial-instrument prices.

Non-public

Information already generally available to the market normally cannot constitute inside information in the same sense.

Related to Financial Instruments or Issuers

The information must directly or indirectly concern relevant issuers or financial instruments.

Price-sensitive

If made public, it must be information that would be likely to have a significant effect on the price of the relevant financial instruments or related derivatives.

A useful practical test is whether a reasonable investor would probably use the information as part of an investment decision.

3. Insider Dealing

Article 14 MAR prohibits insider dealing and attempts to engage in insider dealing.

The basic situation is:

Person possesses inside information

↓

Person uses that information

↓

Financial instruments are acquired or disposed of

This can involve shares, bonds, derivatives or other instruments falling within MAR's scope.

The prohibition can also apply when inside information is used to cancel or amend an order concerning a financial instrument.

The law therefore concentrates on the unfair use of informational advantages rather than merely the physical purchase of shares.

4. Recommendations and Inducements

The prohibition extends beyond personally executing a trade.

A person possessing inside information can create regulatory problems by recommending or inducing another person to acquire or dispose of financial instruments on the basis of that information.

For example:

A bank employee learns confidentially about a takeover.

The employee does not purchase shares personally.

Instead, the employee encourages another person to purchase them.

MAR can still become relevant.

The law therefore prevents insiders from avoiding liability simply by operating through another person.

5. Unlawful Disclosure of Inside Information

Inside information may also be unlawfully disclosed.

This occurs where a person possesses inside information and discloses it to another person outside the circumstances in which disclosure is properly made in the normal exercise of employment, profession or duties.

This prohibition is highly relevant to banks.

Employees working on:

mergers;

acquisitions;

takeover financing;

restructurings;

capital raising;

bond issues; or

major corporate loans

can receive highly sensitive information.

Internal controls must therefore restrict unnecessary circulation of that information.

6. Spanish Enforcement Example: Greenalia

A useful modern Spanish example concerns confidential information relating to Greenalia.

In 2025, the CNMV imposed a €70,000 administrative fine on an individual for unlawful disclosure of inside information concerning the possible delisting of all Greenalia shares and, if necessary, a public acquisition offer.

The conduct was treated as a very serious infringement linked to Article 14(c) MAR.

This demonstrates an important enforcement principle:

A person does not necessarily need to trade personally to breach market-abuse rules.

Improperly communicating inside information can itself constitute the infringement.

7. Spanish Enforcement Example: Aspy Global Services

Another important recent Spanish enforcement action involved inside information concerning discussions about an offer by Atrys Health to acquire Aspy Global Services.

In February 2026, the CNMV imposed administrative sanctions on two individuals.

One was sanctioned for unlawfully communicating inside information concerning the acquisition discussions.

The other was sanctioned for acquiring 104,166 shares of Aspy Global Services while possessing the inside information and subsequently selling those shares after the relevant information became public.

The published administrative sanctions were €100,000 and €200,000 respectively.

The case provides a straightforward illustration of the relationship between:

Tipper → unlawful disclosure

and

Recipient → insider dealing.

It also demonstrates that MAR enforcement remains an active area of Spanish securities regulation.

8. Market Manipulation

The second major pillar of MAR enforcement is market manipulation.

Market manipulation can take several forms.

Conduct may be problematic where it gives false or misleading signals concerning:

supply;

demand; or

price of financial instruments.

Manipulation can also involve conduct that secures the price of a financial instrument at an artificial level.

The prohibition is deliberately broader than simple false statements.

Trading behaviour itself can create misleading market signals.

9. Information-Based Manipulation

Manipulation can occur through dissemination of information.

Suppose an issuer publishes information that creates a materially misleading picture of its financial or commercial position.

Investors react.

The share price increases substantially.

The legal issue can become whether the information created false or misleading signals or artificially influenced the market price.

This is increasingly important because modern markets react almost instantly to issuer announcements.

10. Lleida.net Enforcement

Recent Spanish litigation involving Lleidanetworks Serveis Telemàtics (Lleida.net) illustrates this issue.

The CNMV sanctioned the company over information published through BME MTF Equity in April 2022.

According to the subsequent judicial proceedings, the regulator considered that the publication omitted relevant information and transmitted false or misleading signals concerning supply, demand or the price of the company's shares.

Following publication, the share price increased approximately 42.66%, while average daily trading volume over the relevant period was approximately 9.5 times the average of the preceding 30 sessions.

The CNMV imposed a €200,000 sanction on the company. Related proceedings also concerned a €75,000 sanction imposed on its CEO.

The subsequent litigation has raised important questions about administrative liability, culpability and responsibility of corporate executives.

11. Market Manipulation Through Transactions

Manipulation does not necessarily require a misleading announcement.

Trading activity itself can distort markets.

Examples may include arrangements designed to:

create artificial trading volume;

generate misleading demand;

maintain an artificial price;

create false market activity; or

influence benchmark values improperly.

The regulator examines the economic reality of the transactions rather than simply their formal appearance.

A transaction that appears ordinary when viewed individually may potentially form part of manipulative conduct when examined alongside a broader trading pattern.

12. Attempted Market Manipulation

MAR also addresses attempted manipulation.

This is important because regulators do not necessarily have to wait until a manipulation strategy successfully changes the market.

The preventive philosophy is:

prohibited manipulation attempt → enforcement may become possible even where the intended market effect is not fully achieved.

This makes MAR substantially more preventive than a system requiring proof of successful financial harm in every case.

13. CNMV as the Spanish Enforcement Authority

The CNMV is Spain's principal securities-market supervisory authority.

Its functions include monitoring securities markets and investigating potential market-abuse infringements.

Its enforcement mechanisms include:

market surveillance;

information requests;

investigations;

administrative proceedings;

sanctions;

public disclosure of sanctions; and

cooperation with other Spanish and European authorities.

The CNMV maintains a public sanctions register.

Serious and very serious sanctions can therefore produce reputational consequences in addition to monetary penalties.

14. Surveillance

Modern market-abuse enforcement depends heavily on data.

Financial regulators can analyse:

order data;

execution data;

trading volumes;

price movements;

issuer announcements;

timing of transactions;

relationships between traders;

suspicious transaction reports; and

communication evidence obtained through lawful procedures.

Consider:

Takeover information becomes confidential on Monday.

Person receives information Tuesday.

Large purchase occurs Wednesday.

Takeover announced Friday.

That sequence does not automatically prove insider dealing.

However, it can create a factual pattern warranting investigation.

The regulator must then examine the evidence and determine whether the statutory elements are established.

15. STOR Obligations

MAR requires relevant market professionals to identify and report suspicious orders and transactions.

These reports are generally known as Suspicious Transaction and Order Reports (STORs).

Banks and investment firms therefore act as important components of the enforcement system.

If systems identify suspicious behaviour potentially involving:

insider dealing;

attempted insider dealing;

manipulation; or

attempted manipulation,

the institution may have reporting obligations.

Banks consequently need effective surveillance systems rather than relying exclusively on regulatory authorities to identify misconduct.

16. Insider Lists

Issuers and persons acting on their behalf or account may have obligations concerning insider lists.

An insider list can record people who have access to inside information.

This serves several purposes.

First, it helps issuers control sensitive information.

Second, it provides regulators with an investigative starting point.

Suppose confidential merger information leaks before an announcement.

Investigators can examine:

Who knew the information?

When did each person obtain access?

Did anyone trade?

Was the information communicated to another person?

Proper insider-list administration therefore forms an important preventive control.

17. Disclosure of Inside Information

MAR generally requires issuers to disclose inside information to the public as soon as possible.

The purpose is to reduce information asymmetry.

Once information is properly disclosed, all investors can potentially evaluate it.

However, MAR permits delayed disclosure under specified circumstances.

This can be important during:

merger negotiations;

restructuring discussions;

major financing negotiations; and

other sensitive corporate transactions.

Delay is not a general permission to keep price-sensitive information secret indefinitely.

The statutory conditions must be satisfied.

18. Market Soundings

Banks frequently participate in market soundings.

For example, before a securities offering, an investment bank may contact selected investors to determine potential market interest.

These communications can potentially involve inside information.

MAR therefore provides a structured market-sounding framework.

Compliance procedures can include:

determining whether inside information will be disclosed;

recording communications;

obtaining appropriate acknowledgements;

informing recipients about confidentiality;

maintaining records; and

monitoring subsequent disclosure.

This is particularly important for investment-banking divisions.

19. Information Barriers

Banks can simultaneously possess confidential information and operate trading businesses.

This creates obvious conflicts.

A bank's corporate-finance team might know about a confidential takeover.

The bank's trading desk might trade securities of the target company.

Institutions therefore use information barriers, sometimes informally called Chinese walls.

Controls can include:

restricted access;

separate information systems;

watch lists;

restricted lists;

employee dealing controls;

physical or organisational separation;

transaction surveillance; and

escalation procedures.

The objective is to prevent inside information from moving improperly from one part of the institution to another.

20. Administrative and Criminal Enforcement

Market abuse can produce both administrative and criminal consequences.

MAR provides the EU administrative regulatory framework.

Directive 2014/57/EU on criminal sanctions for market abuse requires Member States to provide criminal sanctions for serious forms of specified market-abuse conduct.

Spanish law consequently operates through overlapping:

administrative securities enforcement

and

criminal-law enforcement for sufficiently serious conduct.

This does not mean that every MAR infringement automatically becomes a criminal offence.

The legal elements and applicable enforcement route must be separately established.

Important Case Law and Enforcement Authorities

Spain has its own administrative and judicial MAR enforcement, but many of the controlling legal principles also come from the Court of Justice of the European Union. Those judgments are relevant because MAR is EU law directly applicable in Spain.

1. Spector Photo Group and Van Raemdonck — Case C-45/08

This is a foundational EU insider-dealing judgment.

The Court considered circumstances in which a person possessing inside information trades in relevant financial instruments.

The judgment addressed the relationship between possession and use of inside information.

Importance for Spain

The decision supports effective enforcement by recognising that the regulator does not necessarily need direct evidence revealing a person's internal thought process in every insider-dealing case.

Objective circumstances can be highly important.

At the same time, enforcement must remain compatible with the rights of the person concerned.

2. Markus Geltl v Daimler AG — Case C-19/11

This case concerned the concept of precise inside information.

The dispute arose from developments connected with the departure of Daimler's chief executive.

The Court considered whether intermediate stages in a multi-stage process can themselves constitute inside information.

Importance

A takeover, restructuring or major financing transaction does not become relevant only when the final agreement is signed.

An intermediate step may itself satisfy the legal definition if the necessary conditions are met.

This principle is extremely important for banks advising on corporate transactions.

3. Lafonta v Autorité des marchés financiers — Case C-628/13

The Court further examined what constitutes sufficiently precise information.

It clarified that information does not necessarily need to indicate the exact direction in which the price of a financial instrument will move.

Importance

A person cannot necessarily argue:

“I did not know whether the information would make the share price rise or fall.”

The legal question is whether the information satisfies the applicable definition of inside information, not whether the insider could perfectly predict the market's directional response.

4. Georgakis — Case C-391/04

This case concerned transactions involving participants who possessed the same information and engaged in coordinated trading.

The Court considered the conceptual limits of insider dealing.

Importance

The judgment demonstrates that insider-dealing law depends on informational asymmetry and the specific circumstances of the transactions.

Not every trade involving non-public knowledge automatically produces identical legal consequences.

The factual structure must be examined carefully.

5. IMC Securities — Case C-445/09

This case concerned market manipulation and the meaning of an abnormal or artificial level of prices.

Importance

The judgment is relevant to Spanish manipulation enforcement because MAR protects the genuine process of market price formation.

A manipulation analysis therefore examines whether conduct artificially interferes with normal supply, demand and pricing mechanisms.

6. Autorité des marchés financiers v A — Case C-302/20

This important judgment concerned disclosure of inside information in a professional context.

The Court examined circumstances in which disclosure could fall within the proper exercise of a person's employment, profession or duties.

Importance for Spanish banks

Bankers, lawyers, analysts and advisers frequently need to communicate confidential financial information as part of legitimate professional work.

MAR does not treat every professional communication identically.

The question is whether disclosure is justified within the proper exercise of professional functions and satisfies the applicable legal requirements.

7. Lleida.net Market-Manipulation Proceedings — Spain

The Spanish Lleida.net proceedings concern CNMV sanctions for alleged market manipulation through publication of information to the market.

The regulator considered that relevant omissions generated false or misleading signals and contributed to an artificial market effect.

The share price subsequently increased approximately 42.66%, with a substantial increase in trading volume.

Importance

These proceedings demonstrate that Spanish MAR enforcement is not confined to suspicious trades.

Issuer communications themselves can become the mechanism through which alleged market manipulation occurs.

They also illustrate that responsibility can potentially extend beyond the company to senior executives where the legal requirements for individual responsibility are established.

8. OHL / CNMV Proceedings — Spanish Supreme Court, 2026

A significant 2026 Spanish Supreme Court judgment concerned CNMV enforcement involving Obrascón Huarte Laín (OHL) and senior management.

The Supreme Court considered when a chief executive may bear administrative sanctioning responsibility for conduct attributable to the company.

The Court held, in substance, that responsibility may be imposed where the necessary lack of diligence in the executive and management functions required by the person's position is established, including circumstances involving corporate responsibilities formally associated with the board.

Importance

This is particularly important for banks and listed financial institutions.

MAR compliance is not solely an operational responsibility of the compliance department.

Senior executives can potentially face personal consequences where their own legally relevant conduct or lack of required diligence satisfies the conditions for sanctioning responsibility.

9. Spanish OHL Insider-Dealing Proceedings — Audiencia Nacional, 2026

Separate Spanish proceedings concerned the purchase of OHL shares by an individual who the CNMV considered to possess inside information.

The underlying sanction concerned the purchase of 15,000 OHL shares in March 2019 before relevant information became public.

Importance

The case demonstrates the evidential issues involved in insider-dealing enforcement.

Authorities must establish the necessary connection between:

possession of information → character of information as inside information → transaction → legal responsibility.

Trading shortly before an announcement can be important evidence, but enforcement remains subject to the principles governing administrative sanctions, including culpability and proof.

21. Culpability and Administrative Sanctions

Spanish administrative sanctioning law does not generally permit punishment simply because an undesirable market event occurred.

The regulator must establish the legally required basis for responsibility.

This becomes particularly important when sanctions are imposed on company directors or executives.

There is an important distinction between:

Company committed an infringement

and

Individual executive is personally responsible for that infringement.

The regulator must establish the legal basis connecting the individual's conduct with the infringement.

Recent Spanish litigation demonstrates the continuing importance of the principle of culpability in CNMV proceedings.

22. Corporate Responsibility

Companies themselves can face market-abuse sanctions.

An issuer may therefore be exposed where corporate conduct results in prohibited manipulation or other infringements.

Banks should consequently maintain MAR governance at institutional level.

Important controls include:

board oversight;

compliance policies;

escalation procedures;

disclosure committees;

insider lists;

restricted lists;

employee training;

surveillance;

recordkeeping; and

internal investigations.

Compliance cannot safely depend entirely upon individual employees recognising problems independently.

23. Senior Management Responsibility

Senior management plays an important role because decisions about disclosure, trading controls and confidential transactions can occur at high corporate levels.

A CEO cannot automatically be sanctioned merely because of position.

However, seniority also does not create immunity.

Spanish administrative case law increasingly examines whether senior managers exercised the diligence legally required by their functions.

For banks, this reinforces the importance of documented governance.

24. Sanctions

MAR requires Member States to maintain effective administrative sanctions and measures.

Depending on the infringement and applicable Spanish legislation, consequences can include:

substantial financial penalties;

public identification;

restrictions relating to management functions;

orders to cease conduct; and

other administrative measures.

Serious cases can potentially enter the criminal-law framework.

The CNMV's publication system also creates a reputational dimension because serious sanctions can remain publicly accessible for the statutory period.

25. Cooperation with European Authorities

Market abuse frequently crosses borders.

A trader in one country can trade securities admitted to trading elsewhere using information originating in another jurisdiction.

Spanish enforcement therefore operates within a European network involving authorities such as:

CNMV

ESMA

other national competent authorities

and, where appropriate,

criminal and judicial authorities.

Cross-border cooperation is essential because electronic trading does not respect national borders.

26. MAR and Banking Compliance

For a Spanish bank, an effective MAR compliance system can be understood as:

Identify inside information

↓

Classify and restrict access

↓

Create/update insider lists

↓

Apply information barriers

↓

Control employee dealing

↓

Monitor transactions and orders

↓

Identify suspicious activity

↓

Submit required reports

↓

Maintain evidence and records

↓

Investigate potential breaches

This converts MAR from a purely reactive enforcement regime into a preventive compliance framework.

27. Relationship with Banking Confidentiality

Banks regularly possess confidential customer information.

But confidential information and inside information are not identical concepts.

Confidential information may be protected because of the bank-customer relationship, privacy obligations or contractual duties.

Inside information has the specific characteristics required by MAR.

Information can potentially be both.

For example, confidential negotiations concerning financing for a listed company's takeover could simultaneously constitute client-confidential information and inside information.

The bank would then need to comply with both legal frameworks.

28. MAR and Mergers and Acquisitions

M&A transactions are particularly sensitive.

Before a takeover becomes public, information may circulate among:

target management;

bidder management;

banks;

lawyers;

accountants;

financial advisers;

financing institutions; and

selected investors.

Every additional recipient increases information-leakage risk.

The principles established in Geltl are important because even intermediate stages of a transaction may potentially constitute inside information.

Banks therefore should not assume that MAR becomes relevant only after a transaction reaches final contractual agreement.

29. Digital Markets and Algorithmic Surveillance

Modern MAR enforcement increasingly operates in electronic markets.

Algorithms can generate enormous numbers of orders within extremely short periods.

This creates new challenges.

Potential manipulation can involve sophisticated order patterns rather than simple manual trades.

Consequently, banks and regulators increasingly rely on automated surveillance capable of detecting unusual:

order cancellations;

price movements;

volume patterns;

trading concentrations; and

relationships between announcements and transactions.

Technology therefore operates on both sides:

technology can create new market-abuse risks, while technology also strengthens market-abuse detection.

30. Practical Example

Consider the following hypothetical Spanish banking situation.

A bank is advising Company A about acquiring listed Company B.

The transaction has not been announced.

An employee working on the financing learns that Company A intends to offer a substantial premium for Company B's shares.

The employee tells a friend.

The friend buys Company B shares.

The takeover is subsequently announced and the shares increase significantly.

Several legal questions arise.

First

Was the takeover information sufficiently precise?

Second

Was it non-public?

Third

Would a reasonable investor regard it as price-sensitive?

Fourth

Did the employee unlawfully disclose it?

Fifth

Did the friend know, or legally have reason to recognise, the nature of the information and use it in acquiring shares?

Sixth

Did the bank maintain appropriate information barriers and insider controls?

MAR enforcement examines the complete chain rather than merely the final profitable transaction.

31. Importance of Evidence

Market-abuse cases frequently depend heavily on circumstantial evidence.

Direct evidence such as:

“I am giving you secret takeover information; buy the shares”

may not exist.

Regulators can therefore examine combinations of circumstances such as:

telephone contact;

meetings;

access to confidential files;

timing of transactions;

unusual transaction size;

prior trading history;

personal relationships; and

subsequent communications.

However, administrative sanctions remain subject to evidential requirements and rights of defence.

Suspicious timing is therefore an investigative indicator, not automatically proof of liability.

32. MAR Enforcement and Fundamental Rights

Strong market surveillance must remain compatible with legal safeguards.

Persons subject to enforcement proceedings retain protections arising from Spanish administrative law and EU law.

Relevant principles include:

legality;

culpability;

proportionality;

presumption of innocence;

rights of defence;

proper administrative procedure; and

judicial review.

The effectiveness of MAR therefore depends on balancing strong enforcement with procedural fairness.

33. Why MAR Matters to Banks

MAR is sometimes described as securities law rather than banking law.

In practice, however, the two fields strongly overlap.

Banks participate in:

securities trading;

investment banking;

corporate financing;

underwriting;

asset management;

brokerage;

research;

derivatives markets; and

takeover financing.

Banks consequently sit at the centre of information flows that MAR seeks to regulate.

A failure of MAR controls can create:

regulatory risk + financial penalties + litigation risk + reputational damage + possible individual liability.

Market-abuse compliance is therefore an important component of modern banking governance.

Conclusion

Banking Law and MAR Enforcement in Spain is based on a combination of directly applicable EU market-abuse legislation and Spanish securities-market enforcement.

Regulation (EU) No 596/2014 establishes the core prohibitions against insider dealing, unlawful disclosure of inside information and market manipulation, while Spanish legislation gives the CNMV extensive investigative and sanctioning powers.

The system is both preventive and punitive.

Preventive mechanisms include:

inside-information controls, insider lists, disclosure obligations, market soundings, information barriers, employee dealing restrictions, transaction surveillance and STOR reporting.

Enforcement mechanisms include:

CNMV investigations, administrative sanctions, publication of serious sanctions, judicial review and, in sufficiently serious cases, criminal-law consequences.

Important authorities include Spector Photo Group (C-45/08), Georgakis (C-391/04), Geltl v Daimler (C-19/11), Lafonta (C-628/13), IMC Securities (C-445/09), Autorité des marchés financiers v A (C-302/20), the Spanish Lleida.net market-manipulation proceedings, and recent Spanish OHL/CNMV litigation.

Recent Spanish enforcement also demonstrates that MAR is not merely theoretical. CNMV proceedings have addressed unlawful disclosure, insider dealing and information-based market manipulation, while Spanish courts continue to define the requirements for culpability and executive responsibility.

For banks, the central principle is therefore:

Access to confidential financial information creates responsibility, not a trading advantage.

Spanish MAR enforcement seeks to ensure that financial prices result from legitimate supply, demand and publicly available information rather than undisclosed privileged knowledge or artificial manipulation. Effective bank compliance therefore requires not only avoiding prohibited trades but controlling the complete lifecycle of sensitive information—from the moment it enters the institution until it is properly disclosed or ceases to qualify as inside information.