Key Amendments to Insider Information Legislation

On November 20, 2025, a series of bills¹ aimed at comprehensively updating regulations in the field of countering the illegal use of insider information and market manipulation were submitted to the State Duma of the Russian Federation. The amendments affected the Law on Insider Information² and the Law on Organized Trading³, as well as related provisions of the Code of Administrative Offences and the Criminal Code of the Russian Federation. The legislative initiative was introduced by a group of State Duma deputies together with senators of the Russian Federation.

I. Changing terminology

Currently, insider information is defined as precise and specific information that has not been disclosed and the disclosure of which could significantly affect the prices of financial instruments, foreign currency, or commodities⁴. Draft Law No. 1075257-8⁵ proposes removing the criteria of precision and specificity from the definition of insider information. This would allow the regulator to assess insider information based on its actual impact on the prices of financial instruments, foreign currency, or commodities, without a formal link to the moment it is recorded in official documents. This change is intended to facilitate more timely protection of such information, aligning with best international practices⁶.

The definition of market manipulation will change. Currently, it refers to actions involving the dissemination of knowingly false information that has affected market conditions⁷. With the proposed amendments, information that is misleading will also be included. Based on the text of the draft law, misleading information is defined as inaccurate or incomplete information that distorts the perception of an event. Consequently, the proposed changes will significantly broaden the scope of actions that can be classified as market manipulation. This will enable regulatory authorities to respond to a greater number of illegal activities currently being carried out on financial and commodity markets.

The prohibition on using insider information will also be expanded. Currently, it covers recommending or inducing third parties to buy or sell financial instruments. Under the proposed amendments, the restrictions will also include advising third parties to refrain from entering into a transaction. This change will strengthen market protection against covert manipulation, where insiders influence the behavior of third parties indirectly, including through recommendations not to execute trades.

Thus, the aforementioned changes are aimed at preventing acts of illegal use of insider information and market manipulation in situations where a prompt response from the regulator has not been possible until now.

II. Disclosure of information about insider transactions

The changes also affect insiders' obligations regarding the disclosure of transactions involving assets available to them. Currently, insiders are required to report such information upon request from companies that have included them in the relevant lists⁸. Requests may also come from the issuer, management company, exchange, professional securities market participants, and several other entities. The amendments introduce an obligation for insiders to notify about transactions without a request, within five business days after the operation. This is expected to minimize the risk of illegal use of insider information, simplify the detection of violations, and enhance the confidence of investors.

Furthermore, control over the conclusion of insider transactions is enhanced by imposing a number of new obligations on issuers:

• to disclose quarterly anonymized data on the volume of transactions by their insiders involving the issuer's own securities;

• to establish designated intervals, so-called "blackout periods," during which insiders are prohibited from conducting transactions with the issuer's securities or derivative instruments based on them.

These restrictions must be enshrined in corporate documents and are designed to create additional safeguards for retail investors and minority shareholders.

In effect, the Draft Law⁹ provides for a transition to a new control system. Under this system:

• exchanges must monitor all transactions on their trading platforms;
• professional securities market participants and legal entities that are trading participants monitor the transactions in which they are involved;
• issuers track transactions by insiders involving their securities.

Furthermore, all participants are required to develop and approve rules for identifying and preventing the illegal use of insider information and market manipulation, including criteria for identifying "abnormal" transactions, and to regularly report to the Bank of Russia on the effectiveness of their internal controls.

All the aforementioned changes are aimed at establishing a new multi-level system for monitoring and countering the illegal use of insider information. Each market participant will ensure the monitoring of the "integrity" of operations, which will enable the more timely detection and suppression of illegal insider activities in the market.

III. Expanding the powers of the Bank of Russia

The Draft Law¹⁰ also introduces new powers for the Bank of Russia. If the amendments are adopted, the Bank of Russia will be authorized to issue a public warning, subject to publication, regarding the inadmissibility of actions that could lead to violations of requirements related to the use of insider information. Furthermore, the Bank of Russia will gain the authority to issue binding instructions to legal entities that are insiders, obliging them to include specific information in their lists of insider information. This will make it possible to effectively prevent acts involving the illegal use of insider information and market manipulation, particularly in cases where sensitive information was previously deliberately omitted by insiders from such lists.

No less interesting are the innovations regarding the procedure for concluding agreements between the Bank of Russia and a person against whom proceedings have been initiated for administrative offenses related to the illegal use of insider information and market manipulation. First and foremost, upon adoption of the changes, information about agreements with the Bank of Russia will not be subject to mandatory publication.

Currently, a person may conclude an agreement with the Bank of Russia prior to the issuance of a resolution holding them administratively liable. This agreement stipulates payment of a fixed amount to the budget (ranging from 5 thousand to 700 thousand rubles) and the application of specific measures (cooperating with the investigation, remedying the consequences)¹¹. The amendments will alter the mechanism for calculating payments: the offender will be obligated to pay no less than the minimum statutory fine, which will significantly increase the financial sanctions under such agreements. At the same time, the maximum period for concluding an agreement with the regulator will be shortened—an application must be submitted no later than one month before the day the statute of limitations for administrative liability expires.

The listed changes will substantially tighten the procedure for concluding agreements between insiders and the Bank of Russia. The increase in the fine amount combined with the shortened timeframe for reaching agreements will lead to a decrease in the number of such settlements. Consequently, one can expect an increase in the number of court disputes in this area in the future.

IV. Increasing the amount of responsibility

The Draft Law¹² significantly increases the amount of administrative fines for the illegal use of insider information or market manipulation.

The amendments change the penalty formula: the fine will be from three to five times the amount of profit gained or loss avoided, with minimum thresholds set at 10 thousand rubles for individuals, 100 thousand rubles for officials, and 1 million rubles for legal entities. Furthermore, upon the amendments taking effect, "income" will be understood not as the excess profit received by the offender, but as all proceeds from the transaction. This means that any profit or potential avoided loss will be taken into account when calculating the fine.

The novelties introduced into the Code of Administrative Offences are aimed at strengthening the financial liability of offenders. The substantial increase in fines, as noted by the authors¹⁴ of the draft laws, is due to the disproportion between the current penalties and the scale of profit extracted from such illegal actions. Separately, the statute of limitations for administrative liability for offenses related to the illegal use of insider information and market manipulation will be extended from one year to three years.

The changes also affect criminal liability for major insider crimes and market manipulation. A new type of fine is being introduced—from three to ten times the amount of profit gained or damage caused, ranging from 300 million to 3 billion rubles. Stricter sanctions are also envisaged: fines of up to 5 million rubles and imprisonment for up to 10 years. The presented amendments demonstrate a systemic trend toward toughening liability for crimes in the financial market.

Similar to the amendments to the Administrative Offences Code, the Criminal Code provides for a significant increase in the size of fines, including fines as multiples of the income derived from the crime. Among other things, this indicates the state's intention to make such crimes financially unviable for perpetrators.

Currently, the draft laws are included in the preliminary legislative agenda of the State Duma for the spring session of 2026; the first reading of the bills could take place as early as January.