TRW & Co · Banking, Finance & Capital Markets
Market Abuse Rules in the UAE
Market abuse rules in the UAE ban insider dealing, improper disclosure, manipulation and false information across onshore markets, the DIFC and ADGM. Since 1 January 2026, the Capital Market Authority enforces a new federal law with fines of up to AED 200 million and criminal penalties. Listed companies, brokers and investors need policies that match the regime they trade in.
Key pointOnshore issuers can delay disclosing inside information only by submitting a justified written request to the CMA or the relevant market under Article 33(2) of the 2025 capital markets law; simply staying silent while a deal is negotiated is not a compliant delay.
At a glance
New onshore law
Federal Decree-Law No. 33 of 2025 took effect on 1 January 2026, and Article 37 sets out the onshore market abuse prohibitions.
Heavy onshore fines
The CMA can impose fines of up to AED 200 million or ten times the profit made or loss avoided, plus trading bans of up to three years.
Criminal exposure
Insider trading and false market information carry at least one year's imprisonment and fines of AED 1 million to AED 250 million onshore.
DIFC Part 6 regime
Part 6 of the DIFC Markets Law 2012 sets the DIFC prohibitions, and authorised firms must report suspicious orders and transactions to the DFSA immediately.
ADGM section 98
Section 98 of ADGM's FSMR prohibits market abuse, with behaviours defined in section 92 and explained in the FSRA Code of Market Conduct.
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What market abuse rules in the UAE cover
Market abuse rules in the UAE prohibit insider dealing, the improper disclosure of inside information, market manipulation and the spreading of false or misleading information about securities and other financial instruments. They apply to anyone who trades or influences prices, not only to licensed firms: directors and employees of listed companies, advisers on deals, fund managers, brokers, retail investors and, increasingly, people who promote investments online.
Market conduct becomes a legal question at predictable moments: a company is preparing results, an acquisition or a capital raise; an executive wants to sell shares; a trader's pattern of orders draws a surveillance alert; or a social media post moves a thinly traded stock. Each situation requires a decision about what information is inside information, who may trade, and what must be disclosed and when.
There are three distinct regimes. Onshore securities and the Dubai Financial Market and Abu Dhabi Securities Exchange fall under the federal Capital Market Authority. Securities admitted in the DIFC, including on Nasdaq Dubai, fall under the Dubai Financial Services Authority, and ADGM markets fall under the Financial Services Regulatory Authority. Virtual assets add a further layer.
The legal framework: three regimes
Onshore: the 2025 capital markets law
From 1 January 2026, onshore markets are governed by Federal Decree-Law No. 33 of 2025 on the Regulation of the Capital Market, overseen by the Capital Market Authority established under Federal Decree-Law No. 32 of 2025. They replaced Federal Law No. 4 of 2000 and the Securities and Commodities Authority. Existing regulatory decisions remain in force to the extent they do not conflict with the new laws, until replaced.
Article 37 prohibits trading intended to deceive or mislead investors, create false activity or influence prices; publishing false or misleading information or rumours affecting an issuer or its securities; dealing on inside information or disclosing it to others; and exploiting information about investors' orders for personal gain. Article 37(2) provides a safe harbour for price stabilisation carried out under CMA or market controls. The licensed exchanges retain market surveillance functions under Federal Decree-Law No. 22 of 2020 on the division of competencies.
DIFC: the Markets Law 2012
In the DIFC, Part 6 of the Markets Law 2012 (DIFC Law No. 1 of 2012) contains the market abuse prohibitions. The DFSA's market abuse page lists fraud and market manipulation, false and misleading statements, fictitious devices and other deception, false or misleading conduct and distortion, insider dealing, providing inside information, encouraging others to deal, and misuse of information. The DFSA's Code of Market Conduct gives guidance but is indicative, non-binding and not exhaustive.
ADGM: the FSMR and Code of Market Conduct
In ADGM, section 98 of the Financial Services and Markets Regulations 2015 prohibits market abuse, with the behaviours defined in section 92: insider dealing, improper disclosure of inside information, market manipulation, fictitious devices and dissemination of false or misleading information. Section 102 covers misleading statements and inducing others to deal, and section 201 requires timely disclosure by reporting entities. The FSRA's Code of Market Conduct explains how it interprets these provisions, including accepted market practice and stabilisation safe harbours.
Virtual assets
Under Article 39 of the onshore capital markets law, trading a virtual asset in the UAE is prohibited unless it is on the official list of a CMA-licensed or registered platform operator. In Dubai outside the DIFC, VARA regulates virtual asset service providers and sets conduct requirements through its rulebooks. Manipulation of token prices, wash trading and undisclosed promotion are as much a concern there as in securities markets; see virtual assets in the UAE.
How market abuse rules in the UAE compare
The behaviours are broadly similar, but the procedures and sanctions differ. This comparison helps firms that operate across more than one regime.
| Feature | Onshore (CMA) | DIFC (DFSA) | ADGM (FSRA) |
|---|---|---|---|
| Main law | Federal Decree-Law No. 33 of 2025, Article 37 | Markets Law 2012, Part 6 | FSMR 2015, sections 92 to 102 |
| Guidance | CMA decisions and market rules | Code of Market Conduct (non-binding) | Code of Market Conduct |
| Suspicious order reporting | Under CMA and market rules | Authorised firms, recognised members and market institutions must notify immediately | Systems and controls under GEN 3.3.20(a); investor reports to the regulator |
| Administrative sanctions | Fines up to AED 200 million or ten times the gain; trading bans up to three years | Fines, censure, restitution, bans | Fines, censure, restitution, prohibitions |
| Criminal exposure | Imprisonment of at least one year and fines of AED 1 million to AED 250 million for listed offences | Federal criminal law can apply alongside | Federal criminal law can apply alongside |
The onshore criminal regime is significant. Article 71 of the 2025 law makes insider trading, spreading false information affecting market integrity, inserting false data in offering documents and giving false information to the CMA criminal offences, and courts may add director disqualification for up to five years and confiscation. Article 75 lets the CMA settle before criminal proceedings start, under Cabinet controls.
Inside information and disclosure decisions
Most difficult questions under the market abuse rules in the UAE turn on inside information: precise, non-public information that would be likely to have a significant effect on the price of a security if it were made public. Deal negotiations, profit warnings, regulatory investigations, major contract wins or losses and changes in leadership are common examples.
Delaying disclosure
Listed issuers generally must disclose inside information promptly. Under Article 33(2) of the onshore law, an issuer may delay disclosure where immediate disclosure would seriously harm its or its shareholders' interests, but only by submitting a justified written request to the CMA, for unlisted securities, or to the relevant market, for listed securities, which may accept, reject, amend or revoke the decision. The DIFC and ADGM regimes contain their own conditions for delay, generally requiring confidentiality to be maintained and the market not to be misled.
Leaks and rumours
If information leaks or a rumour is circulating accurately, the justification for delay usually falls away. Issuers should prepare a holding announcement in advance for significant transactions, monitor trading and media, and be ready to publish quickly. Silence while the share price moves on a leak is one of the clearest risks a board can run.
The safest assumption is that any information you would hesitate to share with the market is inside information until a documented assessment says otherwise.
Building a market conduct compliance programme
Listed issuers, brokers and asset managers need a structured approach to comply with market abuse rules in the UAE. The core elements are similar across regimes.
- Map the regimes. Identify where each security is listed and where each group entity is licensed, so the right rules, regulators and reporting channels are clear.
- Adopt a disclosure policy. Set who assesses whether information is inside information, how decisions to disclose or delay are taken and recorded, and how announcements are approved.
- Maintain insider lists. Record who has access to each piece of inside information, when they received it and why, and tell them of their obligations in writing.
- Apply a dealing code. Require directors and senior staff to obtain clearance before trading, prohibit dealing during closed periods and while in possession of inside information, and record approvals.
- Surveil and report. Brokers and market participants should run trade and order surveillance proportionate to their business and report suspicious orders and transactions promptly; in the DIFC, firms must notify the DFSA immediately.
- Control communications. Set rules for analyst meetings, investor roadshows, market soundings and social media, and restrict who may speak publicly about the company.
- Train and test. Train boards, deal teams and traders at least annually, and test the programme through periodic reviews and audits.
Open an insider list at the start of any transaction, not when the deal looks likely to complete. Regulators reconstruct who knew what and when; a list opened late, or one that omits external advisers, makes the issuer's position harder to defend if unusual trading appears before the announcement.
Records and evidence to keep
When a regulator examines suspicious trading, it will ask for documents quickly. Firms and issuers should be able to produce:
- insider lists with dates, reasons for inclusion and acknowledgements;
- disclosure committee minutes and records of decisions to delay disclosure, including any request to the CMA or the market;
- dealing clearance requests, approvals and closed-period notices;
- order and trade records, surveillance alerts and how each alert was closed;
- suspicious transaction and order reports, and the analysis behind them;
- communications with analysts, investors and media, and social media posts by the company and its officers;
- training records for staff in sensitive roles.
For brokers and fund managers, the record should also show the reasoning behind each surveillance decision, not just the outcome. A regulator reviewing a closed alert will want to understand why the analyst concluded that the activity was legitimate, what information was considered and who approved the closure. Brief, contemporaneous notes are far more persuasive than explanations reconstructed months later.
Retain these records for the period required by the applicable rulebook and longer if an inquiry is under way. Our page on regulatory investigations in the UAE explains how to respond if a regulator asks for them.
Risks and common mistakes
Directors trading around results or deals
The most common exposure for listed companies is a director or senior employee trading shortly before significant news. Even if the individual did not use the information, the timing invites investigation and reputational damage. A strict dealing code, with pre-clearance, closed periods and a requirement to confirm in writing that the person holds no inside information, is the main protection. Boards should apply it to themselves first and treat exceptions sparingly and in writing.
Market soundings and wall-crossing
Before a placement or block trade, advisers often sound out investors. Done properly, with records of who was wall-crossed, what they were told and when the information was cleansed, this is legitimate. Done casually, it can amount to improper disclosure of inside information, and investors who trade after being sounded may commit insider dealing. Follow a documented sounding procedure and keep the scripts and logs.
Social media and investment promotion
Posts by executives, paid promoters or online influencers can move prices, especially for smaller issuers and tokens. Spreading false or misleading information, or rumours affecting an issuer, is prohibited onshore and in both financial centres. Companies should control who speaks on their behalf, avoid selective disclosure in online forums and check that paid promotion complies with the financial promotion rules.
Algorithmic and cross-market manipulation
Layering, spoofing, wash trades and marking the close are recognised forms of manipulation in all three regimes. Firms using algorithms need controls that prevent strategies from creating a false impression, and surveillance that can detect patterns across venues. An early DFSA market abuse case, against Shuaa Capital in 2008, concerned an attempt to raise a closing price and resulted in penalties totalling USD 950,000 under an enforceable undertaking.
Buy-backs and stabilisation outside the safe harbours
Share buy-backs and post-IPO price stabilisation are legitimate, but they involve trading by the issuer or its advisers while they may hold inside information, and they move prices by design. The safe harbours exist only for activity carried out within the rules: onshore, Article 37(2) protects stabilisation conducted under CMA or market controls, and in ADGM conduct that complies with the stabilisation and buy-back requirements in the FSRA's markets rules is protected. Buy-backs executed during a closed period, without the required approvals or disclosures, or with volumes and timing designed to support the price, fall outside that protection. Agree the programme parameters with advisers in advance, disclose them as required and keep execution records.
Treating the onshore change as cosmetic
The move from the SCA to the CMA brought a new statute, higher administrative fines, explicit criminal offences and settlement powers, and a whistleblower protection regime. Firms have one year from 1 January 2026 to regularise their status, which the CMA may extend. Compliance manuals, insider policies and training that still cite Federal Law No. 4 of 2000 need updating now. Our article on the capital markets reform summarises the transition.
Whistleblowing and self-reporting
Article 60 of the onshore capital markets law allows anyone to report suspected violations to the CMA, a capital market institution, their employer or its compliance officer, or the judicial authorities. Reporters are protected from criminal, civil and contractual liability, compensation claims and adverse employment action. Issuers and firms should make sure their internal speak-up channels meet that standard and that HR understands the protection.
Where a firm discovers potential market abuse by its own staff or clients, it must consider suspicious order reporting duties, AML reporting to the FIU where relevant, and whether to self-report to the regulator. Each decision should be documented. See AML compliance in the UAE for the financial crime reporting side.
Cross-border trading and dual listings
UAE issuers with depositary receipts or bonds listed in London, or dual listings elsewhere, must comply with the market abuse rules of each venue as well as the market abuse rules in the UAE. Disclosure must be coordinated so that no market receives information before another. UK-listed groups with UAE subsidiaries will find the DIFC and ADGM regimes familiar, but onshore procedures, especially on delayed disclosure, differ.
Investors from Singapore, China, India and Bangladesh are active in UAE markets, and UAE regulators cooperate with foreign counterparts on cross-border manipulation and insider dealing. Funds trading across GCC exchanges, including in Saudi Arabia, should apply a group-wide surveillance standard and be aware that conduct lawful in one market may breach the rules of another. For listing projects, our IPOs and listings team builds market conduct compliance into the transaction timetable.
How TRW & Co helps with market abuse rules in the UAE
We advise issuers, brokers, asset managers and individuals on market abuse rules in the UAE across the onshore, DIFC and ADGM regimes. Where representation before UAE onshore courts or the DIFC or ADGM Courts is required, we work alongside locally licensed advocates and registered practitioners.
Disclosure and insider policies
We draft disclosure policies, insider list procedures and dealing codes for listed companies, aligned with the 2025 capital markets law or the relevant DIFC or ADGM rules.
Transaction support
We advise on inside information assessments, delayed disclosure requests, market soundings and announcements during M&A, capital raises and restructurings.
Firm compliance
We review surveillance, suspicious order reporting and conflicts controls for brokers, fund managers and virtual asset firms, and design training for front office staff.
Investigations
We advise firms and individuals facing market abuse inquiries by the CMA, DFSA, FSRA or VARA, from first contact through interviews, representations and settlement, with our securities regulation team.
To discuss a disclosure question or an inquiry, contact our team or browse our practices.
Checklist for decision-makers
- Do we know which market abuse regime applies to each security we issue or trade, and to each group entity?
- Is there a disclosure policy with a named committee and a documented process for delaying disclosure?
- Are insider lists opened at the start of each sensitive project, including external advisers?
- Does our dealing code require pre-clearance and closed periods, and is it enforced at board level?
- Are surveillance and suspicious order reporting proportionate to our trading activity?
- Are social media, promotion and investor communications controlled?
- Have policies and training been updated for the CMA regime that took effect on 1 January 2026?
- Does our speak-up channel meet the protections in Article 60 of the onshore law?
Market abuse rules in the UAE now carry higher penalties onshore and well-established enforcement in the financial centres. Firms that treat market conduct as a board-level control, not a compliance formality, are best placed to avoid problems and to respond credibly when questions arise.
Frequently asked questions
01What counts as insider dealing in the UAE?
Insider dealing means dealing, or attempting to deal, in securities on the basis of inside information, which is precise, non-public information likely to have a significant effect on price if made public. Onshore, Article 37 of Federal Decree-Law No. 33 of 2025 prohibits trading on inside information and disclosing it to others. The DIFC Markets Law and ADGM FSMR contain equivalent prohibitions. Encouraging someone else to deal on that information is also caught.
02Which regulator enforces market abuse rules?
The Capital Market Authority enforces the onshore regime, including for securities on the Dubai Financial Market and Abu Dhabi Securities Exchange, with the exchanges performing surveillance. The DFSA covers the DIFC, including Nasdaq Dubai, and the FSRA covers ADGM markets. VARA regulates virtual asset service providers in Dubai outside the DIFC. Serious onshore cases can be referred to the Public Prosecution.
03Can a listed company delay disclosing inside information?
Yes, in limited circumstances. Onshore, Article 33(2) of the 2025 capital markets law allows delay where immediate disclosure would seriously harm the issuer or its shareholders, but the issuer must submit a justified written request to the CMA or the relevant market, which may accept, reject or revoke it. The DIFC and ADGM have their own conditions. If confidentiality is lost, disclosure is usually required immediately.
04What penalties apply to market abuse?
Onshore, the CMA can impose administrative fines of up to AED 200 million or ten times the profit made or loss avoided, trading suspensions of up to three years and licence revocation. Criminal penalties include imprisonment of at least one year and fines of AED 1 million to AED 250 million, with possible director disqualification. The DFSA and FSRA can impose fines, censure, restitution orders and bans on individuals.
05Do brokers have to report suspicious trades?
Yes. In the DIFC, authorised firms, recognised members and authorised market institutions must notify the DFSA immediately if they have reasonable grounds to suspect that an order or transaction may constitute market abuse. ADGM firms must maintain systems and controls to detect and prevent market abuse. Onshore licensees must follow CMA and market rules. Separate AML reporting to the FIU may also be required.
06Do market abuse rules apply to crypto and tokens?
Yes, in several ways. The 2025 onshore law brings virtual asset trading within the CMA's remit and restricts trading to assets listed on licensed platforms. In Dubai, VARA's rulebooks set conduct standards for virtual asset service providers, and the DFSA and FSRA regulate crypto-related activity within the financial centres. Wash trading, pump-and-dump schemes and misleading promotion are treated seriously.
07Are whistleblowers protected when reporting market abuse?
Onshore, Article 60 of the 2025 capital markets law allows anyone to report suspected violations to the CMA, a capital market institution, their employer or its compliance officer, or the judicial authorities, and protects them from criminal, civil and contractual liability and adverse employment action. Firms should make sure their internal channels and HR practices respect these protections.
Sources and official materials
- Capital Market Authority — Onshore capital markets regulator since 1 January 2026
- DFSA: Market abuse — DIFC market abuse prohibitions and STOR duties
- DFSA sanctions Shuaa Capital for market abuse — 2008 enforcement for closing price manipulation
- ADGM Code of Market Conduct — FSRA guidance on FSMR market abuse provisions
- ADGM Financial Services Regulatory Authority — ADGM regulator
- Virtual Assets Regulatory Authority — Dubai virtual asset regulator
General information only, current as at 27 October 2026. It is not legal advice and does not create a lawyer–client relationship. UAE law differs between the onshore jurisdiction, the DIFC, ADGM and the free zones, and changes frequently; check current official sources and take advice on the facts of your matter.
