5 Critical considerations for managing Market Soundings

How to manage Market Soundings with confidence, control and full compliance

Market Soundings are a critical stage in a successful equity placing, offering early insight into investor appetite and pricing expectations. But they also bring complex regulatory obligations under UK MAR, especially around the management of inside information. Without a controlled, compliant process, firms face operational, reputational, and legal risks.

Here are the five most important elements — and how DealBridge, our full-lifecycle Transaction Management service, enables Banks, Brokers, and their compliance teams to meet those obligations effectively and efficiently.

1. Accurately Assess Whether Information Is Inside Information

Before any communication takes place, firms must carefully assess whether the details of a potential transaction amount to inside information. This isn't always straightforward — even early-stage information can be material if it’s specific, non-public, and likely to move the price. Failing to treat such information correctly can invalidate the market sounding safe harbour and lead to MAR breaches.

2. Obtain Informed Consent Before Disclosure

A fundamental requirement of UK MAR is that no inside information can be disclosed to an investor unless they’ve first consented to receive it. This isn’t a box-ticking exercise — consent must be given explicitly, and the investor must understand the consequences (including restrictions on trading). If consent is not validly obtained, the disclosing party could be in breach, and the investor could be unfairly exposed to liability.

✅ How DealBridge helps: DealBridge standardises and automates the entire investor outreach process. Wall-cross invitations can be issued to one or hundreds of investors simultaneously, with clear messaging and disclaimers approved by Compliance. Recipients confirm acceptance (or decline) in a legally robust, traceable format. The platform blocks access to any transaction materials until consent is received, preventing accidental leaks. This ensures that investor engagement is both efficient and fully compliant.

3. Maintain Robust Record-Keeping

When regulators review market soundings, one of their first questions is: “Where are the records?” Firms must be able to demonstrate who was approached, what was disclosed, whether the investor agreed to be wall-crossed, and when they were cleansed. Manual spreadsheets and scattered emails create huge risk, especially in fast-moving deals involving many parties.

✅ How DealBridge helps: DealBridge captures every step of the process — from investor invitations and responses to disclosure timestamps and cleansing confirmations — in a unified system of record. Every entry is timestamped and immutable, creating a complete audit trail that can be easily exported for internal review or external regulators. The system reduces administrative burden and eliminates the risk of gaps in documentation that could otherwise jeopardise your MAR safe harbour.

4. Control the Flow of Information Internally

Inside information isn’t just a risk externally. Within firms, it’s essential to control who knows what — and when. Whether it’s the syndicate desk, legal team, or a junior analyst, inadvertent internal leaks can be just as damaging. Firms must ensure private-side teams are segregated, restricted lists are current, and staff are wall-crossed internally only when necessary and with proper training.

✅ How DealBridge helps: DealBridge enforces internal role-based access control, ensuring only authorised individuals can view or interact with sensitive deal information. The platform automatically manages restricted lists, updating them in real time as transactions progress. When internal team members are wall-crossed, the system prompts for reason and justification, captures approvals, and notifies Compliance. These features reduce the risk of internal leaks and create a cleaner, more defensible record of who had access to inside information.

5. Cleanse and Communicate Promptly

Once a transaction has been announced — or if it is abandoned — all wall-crossed individuals and investors must be promptly notified that they are “cleansed.” Until this happens, they remain subject to insider trading restrictions. Delays or omissions in this process can lead to confusion, missed opportunities, and even regulatory breaches if someone trades prematurely.

✅ How DealBridge helps: With DealBridge, cleansing is an integrated service built into the system with bulk cleansing reducing the process from taking hours to taking minutes. This functionality ensures that insiders know exactly when they are free to resume trading. It also records the timing and content of each cleansing notice, providing full transparency and accountability.

Why It Matters

The FCA has repeatedly made clear that market soundings remain a key area of enforcement focus. Firms that treat this process as a mere formality are exposed to real regulatory and reputational risk. At the same time, poorly managed or overly manual processes slow deals down, frustrate investors, and complicate internal oversight.

DealBridge helps firms execute soundings with speed, control, and complete compliance — from initial assessment through to post-deal cleansing.

If you're managing transactions involving inside information — whether public or private placements, block trades, or equity raises — DealBridge provides the compliance infrastructure you need to get it right.

👉 Contact us to learn how DealBridge can support your capital markets and compliance teams with full-lifecycle transaction management.