62024CJ0363_RES
Case C‑363/24
Finansinspektionen
v
Carnegie Investment Bank AB
(Request for a preliminary ruling from the Högsta domstolen)
Judgment of the Court (Fourth Chamber) of 19 March 2026
(Reference for a preliminary ruling – Regulation (EU) No 596/2014 – Market abuse – Article 7(1) – Concept of ‘inside information’ – Article 7(2) – Information of a ‘precise nature’ – Email containing information relating to the inclusion of a person in an insider list – No statement of the reasons that led to that inclusion – Correct assessment of the circumstances – Correct information – Necessity)
Approximation of laws – Insider dealing and market manipulation (market abuse) – Prohibition – Inside information – Information of a ‘precise nature’ – Concept – Communication from an issuer to the effect that a person has been included in an insider list and is prevented from selling shares in the issuer – No reasons given – Potential for use of the communication by reasonable investors as a basis for their investment decisions – Advantageous position vis-à-vis other investors – Included
(Regulation No 596/2014 of the European Parliament and of the Council, Art. 7(1) and (2))
(see paragraphs 29, 30, 34, 36, 38, 39, 45, 46, 57, operative part 1)
Approximation of laws – Insider dealing and market manipulation (market abuse) – Prohibition – Inside information – Information of a ‘precise nature’ – Concept – Information which turns out to be incorrect in the course of an ex post investigation – Information credible when disclosed and capable of conferring an economic advantage on the party in possession of it vis-à-vis other investors – Included
(Regulation No 596/2014 of the European Parliament and of the Council, Art. 7(1) and (2))
(see paragraphs 62-72, 74, operative part 2)
Résumé
Further to a request for a preliminary ruling from the Högsta domstolen (Supreme Court, Sweden), the Court of Justice rules on the concept of information of a ‘precise nature’ within the meaning of Article 7(1) and (2) of Regulation No 596/2014 (
1
) for the purposes of determining whether information constitutes ‘inside’ information within the meaning of those provisions.
The company Varvtre, which was owned by BAK, who was also the Chief Executive Officer and main shareholder of the company Starbreeze, had a depository loan agreement with the bank Carnegie. On account of a fall in the price of Starbreeze’s shares, Varvtre became over-indebted, to which Carnegie responded by initiating a procedure for the sale of those shares.
The next day, the head of communications at Starbreeze sent an email to Carnegie, stating that BAK had been included in Starbreeze’s insider list and could no longer sell shares. That email did not contain any information as to the reasons for that inclusion and, according to Carnegie, there was no information which related directly or indirectly to Starbreeze and which constituted inside information, as the information relating to the resignation of the Chief Financial Officer did not constitute such information. Upon receipt of that email, Carnegie suspended the sale of Starbreeze’s shares, before resuming it a few hours later.
Taking the view that, by receiving that email, Carnegie had had access to inside information, the Financial Supervisory Authority brought an action against Carnegie, requesting that the bank be ordered to pay a fine for having infringed the prohibition against insider dealing.
The referring court, seeking to ascertain whether the information in the email was sufficiently precise to constitute inside information, decided to refer questions to the Court for a preliminary ruling.
Findings of the Court
First, the Court notes that, in order to qualify as ‘inside information’, information must be precise, must not have been made public, must relate, directly or indirectly to one or more financial instruments or their issuers, and must be information which, if it were made public, would likely have a significant effect on the prices of the financial instruments concerned.
Moreover, information is to be deemed to be of a ‘precise nature’ if it indicates a set of circumstances which exists or may reasonably be expected to come into existence, and it is sufficiently precise to enable a conclusion to be drawn as to the possible effect of that set of circumstances on the prices of the financial instruments concerned.
The Court states that, in order to ascertain whether the second condition is satisfied, it is necessary to establish, on the basis of an assessment of the specific facts of each case, whether that information enables a conclusion to be drawn as to the possible effect of the circumstances or event to which it refers on the prices of the financial instruments concerned.
The Court finds that the inclusion in an insider list of persons who have access to inside information comes within the obligation issuers of financial instruments have under Article 18 of Regulation No 596/2014 and, therefore, within the internal organisation of the issuer concerned, under the supervision of the competent authority.
Consequently, a communication stating that such a person has been included in the insider list does not, in principle, per se have an effect on the prices of the financial instruments concerned, thereby constituting ‘inside information’.
However, the Court does not rule out prima facie the possibility that such a communication may, because of other elements attached thereto – in particular, the statement that that person is prevented from selling shares in that issuer – be considered to be sufficiently precise, inasmuch as it discloses or indirectly implies the existence of an underlying event which may have an effect on the prices of the financial instruments concerned.
To that end, it should be ascertained whether, in view of all the circumstances of a given case, the communication of such information is capable of enabling the recipient thereof to profit therefrom, directly or indirectly, in order to buy or sell shares, thereby placing himself or herself in a more favourable position vis-à-vis other investors.
Information relating to the mere fact that a person has been placed on the insider list of a company is, in principle, neutral in relation to the question whether it would be appropriate for an investor to buy rather than sell shares in that company. The addition of information concerning a sales prohibition on that person relating to shares in that company necessarily implies that that person has knowledge of an event having adverse implications for the interests of that company and capable of influencing the decisions of an investor aware of that fact.
It is true that, under Article 9(3) of Regulation No 596/2014, the mere fact of possessing inside information does not mean that that information has been used for engaging in insider dealing, where a transaction is carried out in the discharge of an obligation that has become due in good faith and not to circumvent the prohibition against insider dealing.
Nevertheless, Article 9(6) thereof provides that an infringement of the prohibition against insider dealing may still be deemed to have occurred if the competent authority establishes that there was an illegitimate reason for the orders to trade, transactions or behaviours concerned.
The Court concludes that a communication from an issuer to the effect that a person has been included in an insider list and is prevented from selling shares in that issuer, without giving reasons for the person’s inclusion, is capable of constituting information which is ‘of a precise nature’, provided that it can be established that a reasonable investor would be likely to use that communication as part of the basis of his or her investment decisions, with the result that the party in possession of that information obtains an advantage, to the detriment of those who do not have that information, by placing himself or herself in a more favourable position vis-à-vis other investors to trade in financial instruments.
(
1
)	Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ 2014 L 173, p. 1).