Closely Associated Persons Under MAR: When a Spouse's or Holding Company's Trade Counts

A director's holding company buys €2 million of shares. Is that the director buying? Under the Market Abuse Regulation, it is reportable as if it were. MAR's insider-dealing disclosure (Article 19) covers PDMRs and persons closely associated with them, often abbreviated PCA. If you analyse insider deals, you need to know which is which.

Who counts

MAR Article 3(1)(26) lists four kinds of closely associated person:

1. A spouse, or a partner considered equivalent to a spouse under national law.
2. A dependent child, under national law.
3. A relative who has shared the PDMR's household for at least one year on the date of the transaction.
4. A legal person, trust or partnership whose managerial responsibilities are discharged by the PDMR (or by one of the persons above), or which that person directly or indirectly controls, which is set up for their benefit, or whose economic interests are substantially equivalent to theirs.

The fourth is the one that matters most in the data. Family investment companies, personal holding companies and foundations file a lot. In Scandinavia it is common for a director to hold shares through an "Invest AB" or "Holding AS".

How much of the data it is

Of 46,691 transaction lines published across our registers in the last twelve months, 26.4% were filed by a closely associated person. The share varies a lot by country:

Part of the spread is how people hold their shares, since personal holding companies are more common in some countries than others. Part is how each register records the filer. Switzerland's register never names the person at all, only the role, so it shows no closely associated filings.

Why it matters for analysis

A closely associated filing is a real economic deal, but it says less about the director's own conviction:

• A spouse may trade on their own judgement.
• A holding company may buy for reasons of its own: a dividend received, a restructuring, a loan.
• A foundation may follow a fixed mandate.

So most signal work treats them separately. Our own insider buy signals (GET /signals) only count market purchases by the PDMR themselves; closely associated filers are excluded from every buy preset.

The register's flag is not always right

The EU template has a box for the position, and registers usually carry a closely-associated flag. Filings don't always use them consistently, so we look past the flag in two cases:

• A company in the person field. A PDMR is by definition a natural person. When the "person" is "… Invest AB" or "… Holding GmbH", the filing is from a closely associated entity, whatever the flag says.
• A position naming someone else's role. A position like "PCA of [name] (Chief Executive Officer)" or "spouse of the CFO" describes a closely associated person, even when the filer typed it into the position box of a PDMR filing.

Both rules are applied when a filing is stored, and the whole archive is re-classified when a rule changes.

In the API

Every transaction row carries the bucket and the original wording:

{
  "person_role": "CLOSELY_ASSOCIATED",
  "person_position": "Closely associated to Chairman of the Board",
  "is_closely_associated": true,
  "transaction_type": "BUY"
}

To get only the closely associated filings:

curl "https://api.duceusapi.com/transactions?role=CLOSELY_ASSOCIATED&country=SE&limit=20" \
  -H "Authorization: Bearer YOUR_API_KEY"

To get only the PDMRs' own deals, filter on the role you care about (role=CEO, role=CFO, role=BOARD_MEMBER), or drop rows where is_closely_associated is true.

Summary

• MAR reporting covers spouses, dependent children, household relatives and entities a PDMR controls or manages.
• About a quarter of European insider filings come from closely associated persons; from 6.5% in the UK to 63.6% in Denmark.
• They are real deals but a weaker signal of the director's own view, so separate them.
• Don't trust the register's flag alone: a company in the person field is always closely associated.