Do Recipient Persons have the same telephone recording and record-keeping obligations as Disclosing Persons under the Market Soundings Guidelines?
Answer
- No — authorised-channel requirements, telephone recording and ≥2-year record-keeping apply to Disclosing Persons (Guidelines §§3.2, 3.4).
- Recipient Persons follow §4: authorise a knowledgeable contact; inform opt-in/out preferences; verify Market Sounding Information if the Disclosing Person does not specify.
- Both sides remain bound by §2 core principles and the Code (GP1/2/6, para 9.3) and FMCC 1.3.
- Do not infer a shared telephone-recording or ≥2-year record-keeping duty for Recipient Persons from §2 alone.
- Guidelines effective 2 May 2025 (G.N. 6499 of 2024).
In short: Disclosing Persons must use authorised channels, record calls and keep records for at least two years. Recipient Persons follow a separate section 4 checklist. Both sides still owe the Guidelines’ core conduct duties.
Channels
Records
Recipient duties
Shared core
Why the distinction matters
The SFC’s Guidelines for Market Soundings (effective 2 May 2025; G.N. 6499 of 2024) set conduct expectations for market soundings ahead of transactions. ECM and corporate finance teams often ask whether Recipient Persons must mirror Disclosing Persons’ telephone recording and multi-year record-keeping. The Guidelines draw a clear line: the detailed recording and record-keeping duties sit in section 3 for Disclosing Persons; Recipient Persons follow the separate checklist in section 4.
Disclosing Person obligations (§§3.2, 3.4)
Disclosing Persons must conduct market soundings through authorised communication channels, maintain a telephone recording system, record communications on other recorded channels, and prepare written minutes only where the recording system cannot be accessed (§3.2). They must keep records for not less than two years (§3.4).
Recipient Person obligations (§4)
Recipient Persons must:
- authorise a contact person who is knowledgeable about receiving market soundings;
- inform the Disclosing Person of the Recipient Person’s preferences on opting in or out of market soundings; and
- verify Market Sounding Information if the Disclosing Person does not specify the information to be verified.
Section 4 does not impose the same authorised-channel, telephone-recording and ≥2-year record-keeping duties as sections 3.2 and 3.4.
Do not collapse section 2 into a shared recording rule
Section 2 sets core principles that apply to both Disclosing Persons and Recipient Persons, read with the Code (GP1, GP2, GP6, paragraph 9.3) and FMCC 1.3 (§1.2). Those principles support fair and orderly conduct but do not create an implied Recipient Person duty to mirror Disclosing Person recording and retention mechanics.
Practice boundaries
This Insight covers Market Soundings Guidelines recording and Recipient Person controls. It is not a general insider-dealing or MAR SFC Guides page, and it is not a full ECM transaction checklist.
Scope of this answer
This Insight summarises sections 3.2, 3.4 and 4 of the Market Soundings Guidelines as at the 2 May 2025 effective date. It is not legal advice on a specific sounding or transaction structure.
Discuss your SFC matter
If your firm is mapping Market Soundings procedures for ECM teams, distinguishing Disclosing Person and Recipient Person controls, or preparing for the 2 May 2025 effective date, contact Liva Law. At first contact, please give your name, a safe contact number and any deadline you face. Please do not send confidential documents until we have confirmed how they should be provided and whether we can act.
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This article provides general information only and does not constitute legal advice. The appropriate approach depends on the facts and applicable requirements.