In an environment where information travels faster than ever, and enforcement pressure continues to grow, Material Non-Public Information (MNPI) remains one of the most sensitive and scrutinised areas of conduct risk for financial firms.
Regulators have always prioritised insider dealing, but there’s now a growing focus on how firms manage MNPI day-to-day, in policy as well as how it’s embedded operationally across teams and systems.
What MNPI is, and why it matters to your business
MNPI is information that is not publicly available but that a reasonable investor would consider important when deciding to buy, sell or hold a security. This can include upcoming earnings, M&A plans, major contract wins or losses, restructuring plans, and governance changes.
When this information is used to trade ahead of a public announcement, or shared with others who do, the result is insider dealing, a form of market abuse that regulators treat as a serious breach of market integrity. In the UK, the Market Abuse Regulation (MAR)‑style regime prohibits insider dealing, unlawful disclosure of inside information, and market manipulation, with penalties that can include substantial fines, multi‑year imprisonment, and career‑ending bans.
For COOs and compliance heads, this translates into reputational damage, regulatory scrutiny, and operational disruption, all of which can directly impact the bottom line and stakeholder confidence.
Where regulators are focusing in 2026
Across the US, UK and EU, enforcement activity around MNPI has not slowed; it has become more targeted and data‑driven. The SEC continues to pursue insider trading and “shadow trading” cases, where MNPI from one company is used to trade in another related firm, often using advanced analytics and cross‑jurisdictional cooperation. In the UK and EU, MAR‑style regimes require firms to maintain insider lists, restrict trading during sensitive periods, and monitor for suspicious activity.
Recent enforcement examples, such as multi‑million‑dollar disgorgements and custodial sentences for individuals, show that regulators are willing to pursue both individuals and firms where policies, training, or controls around MNPI are weak or poorly enforced. For COOs and compliance leaders MNPI is a board‑level governance and operational‑risk issue.
Key risks for firms in 2026
For many firms, the main MNPI‑related risks cluster around three areas:
- Employee personal account dealing (PAD): Staff with access to MNPI may trade their own accounts, or those of family and friends, without realising the regulatory implications. Without clear PAD policies, pre‑clearance rules, and monitoring, even a small number of trades can trigger regulatory scrutiny and operational disruption.
- Insider lists and blackouts: Under MAR‑style regimes, firms must maintain accurate insider lists and enforce closed periods around major announcements. Inaccurate or incomplete lists, or failure to enforce trading restrictions, are common findings in supervisory reviews and can lead to costly remediation.
- Third‑party and cross‑entity information flows: Employees interacting with clients, counterparties, or group companies can inadvertently receive or share MNPI. Policies need to cover not just employees, but also contractors, advisers, and joint‑venture partners, to avoid gaps in oversight.
For COOs, these risks translate into potential investigations, increased overhead, and constraints on how and when staff can operate. For compliance heads, they highlight the need for clear, enforceable frameworks that can be demonstrated to regulators.
Building a practical, business‑aligned MNPI framework
For COOs and compliance leaders, an effective MNPI framework should be:
- Clear and specific: Define what counts as MNPI in your business, who is likely to have access, and what they must do (and not do) when they receive it. This reduces ambiguity and makes it easier for managers to enforce standards consistently.
- Risk‑based: Tailor rules to your business model, e.g., asset managers, M&A advisors, and listed corporates will each have different exposure profiles. This ensures controls are proportionate and operationally realistic.
- Technology‑enabled: Use systems to manage insider lists, track PAD, and flag suspicious trading patterns so that monitoring is scalable, defensible, and less reliant on manual oversight. This reduces the operational burden on compliance teams and supports faster, more confident decision‑making.
- Culturally embedded: Regular training, scenario‑based examples, and visible senior‑management support help turn MNPI rules from “compliance boxes” into everyday behaviour. For COOs, this means fewer surprises and smoother day‑to‑day operations.
Why this is a business‑critical issue for COOs and compliance leaders
Beyond regulatory fines and reputational damage, poor MNPI management can undermine investor trust, increase the cost of capital, and make it harder to attract and retain talent and clients. In an environment where regulators are using more sophisticated tools to detect abuse, firms that treat MNPI as a strategic governance and operational‑risk priority will be better positioned to demonstrate robust oversight and strong market conduct.
For COOs and compliance heads, the message in 2026 is clear: MNPI compliance is no longer optional, and it cannot be left to chance. Getting it right means combining clear policies, targeted training, and the right controls to protect both the firm and the markets it operates in.