Who must file a managers' transaction with BaFin
Germany did not draft a home-grown insider-dealing disclosure regime for listed issuers. Since the Market Abuse Regulation (MAR) became applicable on 3 July 2016, the rules come straight from Article 19 of MAR, which applies directly in every member state. Before that, the national rule lived in Section 15a of the Wertpapierhandelsgesetz (WpHG), in force since 1 July 2002. Section 15a was superseded by MAR, and the WpHG now supplies the enforcement scaffolding rather than the substantive duty: BaFin is designated as the competent authority, and the administrative-fine provisions sit in Section 120 WpHG.
The reporting population is the MAR one:
- Persons discharging managerial responsibilities (PDMR), in German practice Fuehrungskraefte: members of the management board (Vorstand) and the supervisory board (Aufsichtsrat), plus senior executives who are not board members but have regular access to inside information and the power to take managerial decisions affecting the issuer's development.
- Persons closely associated with them: a spouse or registered partner, a dependent child, a relative who has shared the same household for at least one year, and any legal person, trust or partnership managed by, controlled by, or set up for the benefit of one of the above.
Because a holding company or foundation controlled by a board member files under the same regime the board member does, German filings frequently show corporate vehicles rather than natural persons. A holding entity acting as a closely associated person is a normal, expected filer, not an anomaly.
What transactions get reported
The scope is MAR Article 19 plus the detailed list in Delegated Regulation (EU) 2016/522: purchases and sales, subscriptions to capital increases, acceptance and exercise of stock options and the disposal of the resulting shares, pledges and securities lending, gifts and donations made or received, inheritances, transactions executed under a discretionary portfolio mandate, and derivative or fund exposure linked to the issuer's shares or debt instruments. The duty covers own-account transactions in the issuer's shares, debt instruments, and any financial instruments (such as derivatives) linked to them.