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The conduct chapter of Federal Decree-Law No. 33 of 2025 runs in three concentric rings. Innermost, the listed issuer’s own people: the chairman, board members, executive management and informed employees must disclose their dealings in the issuer’s instruments to the Market, and are barred from dealing during prohibition periods (Articles 35 and 36(1), current as at 3 July 2026). Middle, anyone holding inside information: tipping and encouragement are prohibited (Article 36(2)), and dealing on inside information is prohibited twice over (Articles 37(1)(c) and 37(1)(e)). Outermost, everyone: manipulation drafted at modern granularity, expressly reaching the entry, amendment and cancellation of orders alongside fictitious transactions; false statements and rumors; the exploitation of investor order information; and harm to the market’s reputation or the arrangement of fictitious or fraudulent transactions (Articles 37(1)(a), (b), (d) and (f)).
Who is an insider is answered by possession alone. An Insider is any person who possesses inside information, by position, work, personal or contractual relationship, significant shareholding, or by any other means, whether obtained directly or indirectly, lawfully or unlawfully (Article 1). No connection to the issuer is required, and no knowledge element appears in the definition; the knowledge element appears only at the criminal tier, where trading on, disclosing or encouraging on inside information is punished where done with knowledge of its confidential nature and potential price impact (Article 71(5)).
Two features shape practice more than any single prohibition. First, the criminal map over the conduct rings is uneven: every limb of the chapter carries a criminal counterpart except one, examined in Section IV, and the intent requirements of the criminal tier sit above administrative prohibitions that mostly state no intent element at all, so administrative exposure is wider than criminal exposure on the same facts. Second, the calibrations are delegated: the prohibition periods, the determination of what is inside information, and the stabilization controls that condition the statute’s one safe harbour all await, or already live in, instruments below the statute, and each carries the transition status this series has traced since the perimeter article.
Three definitions cascade into the conduct chapter. Information means data related to the issuer’s activity, financial position or management that impacts its material assets, liabilities, financial status or the general course of business, and that may change the price or trading volume of the listed instrument or influence an investor’s decision (Article 1). Inside Information is material information that has not been disclosed to the public, “as determined by the Authority” (Article 1). And Insider is the possession-based definition set out above. The closing words of the Inside Information definition carry a genuine syntactic question: whether the Authority’s determination is constitutive, so that information becomes inside information through the Authority’s instruments, or calibrating, a delegation of the materiality standard’s detail. The English supports both readings, the difference matters for whether the concept operates before any Authority decision issues, and the question is named here as open.
Reading the architecture against the European regime, from the consolidated text of the EU Market Abuse Regulation loaded for this article (Regulation (EU) No 596/2014, consolidated version 005.001 as at 5 June 2026), three structural differences stand out, each stated from the two loaded texts. First, MAR’s inside information must be “of a precise nature” and price-significant on a reasonable-investor standard (MAR, Articles 7(1)(a), 7(2) and 7(4)); the UAE definition contains no precision requirement on its face, resting on materiality and the Authority’s determination. Second, MAR conditions the outsider’s insider status on knowledge: its insider-dealing article applies to persons who obtained the information through listed connections, and to any other person who “knows or ought to know that it is inside information” (MAR, Article 8(4)); the UAE definition attaches to possession without a knowledge element, the knowledge element arriving only at the criminal tier. Third, MAR states express legitimate-behaviour defences, for market makers, for transactions discharging obligations that predate the information, and for the use of inside information in proceeding with a public takeover or merger (MAR, Article 9); no equivalent defence appears on the face of the UAE statute. That absence is stated as an absence, not as a conclusion that such conduct is prohibited; whether the Authority’s decisions will supply equivalents is open, and until they do, a market maker or programme trader in possession of inside information has no textual safe harbour to point to in the decree-law itself.
The innermost ring carries two duties with two different scopes, and the difference is a finding. The disclosure duty reaches the chairman and members of the board of directors of the issuer or foreign issuer whose instruments are listed, “their executive management, or any of their informed employees,” who must disclose their dealings, personal or through others, to the Market under its regulations, and must observe the Market’s rules when dealing in listed instruments of the issuer’s group (Articles 35(1) and 35(2)). The blackout prohibition, in the loaded English text, reaches the chairman and board members “and their informed employees,” barring dealings in the issuer’s or its group’s listed instruments during the prohibition periods specified in the Authority’s decisions or market regulations (Article 36(1)). Executive management appears in the disclosure list and is absent from the blackout list. Whether that is a drafting choice or a translation artifact decides whether executives are caught by the blackout directly or only insofar as they are informed employees; the Arabic text prevails and must be read before the point is relied on either way, and this article states the two lists exactly as loaded. For comparison at the level of drafting method only: the European regime fixes its closed period in the regulation itself, thirty calendar days before an interim or year-end report, with stated exceptions (MAR, Articles 19(11) and 19(12)); the UAE statute delegates the periods entirely to the Authority’s decisions and market regulations, so the operative blackout calendar is part of the conditional layer this series has traced, to be read from the instruments in force at the point of reliance.
The middle ring is the tipping bar: insiders may not disclose the inside information they possess to others, nor encourage any person to transact in listed instruments on its basis (Article 36(2)). The outermost ring is Article 37(1), whose six limbs run from manipulation through rumors, insider dealing, front-running, self-dealing on positional information, to reputational harm and fictitious transactions. The manipulation limb repays exact reading: it prohibits trading with the intent to deceive, mislead or create the illusion of an active market, manipulating price by increasing, decreasing or stabilizing it, influencing trading volume, or affecting investor decisions, and its illustrative tail expressly includes participating in agreements, conducting fictitious transactions, “or entering, amending, or canceling buy or sell orders” (Article 37(1)(a)). Order-book conduct, the layering and spoofing patterns, is therefore inside the prohibition by name, a granularity the European text reaches through its own order-placement limb and indicator annex (MAR, Articles 12(1)(a) and 12(2)(c), with Annex I), so the two regimes converge on the modern manipulation surface while diverging on defences, since MAR attaches a legitimate-reasons and accepted-market-practice defence to its signals limb (MAR, Article 12(1)(a), closing words, and Article 13) and the UAE limb states none.
The criminal tier maps onto the conduct rings unevenly, and the unevenness is walked here limb by limb from the two articles. Manipulation has its own criminal limb: intentionally acting or trading to create a false or misleading impression of trading or demand, or to manipulate or influence price or volume or investor decisions (Article 71(4)). False news and rumors have theirs: intentionally broadcasting or disseminating false or misleading news, information or statements, or deliberately spreading rumors that could affect the integrity or stability of the market (Article 71(3)). Insider dealing has its own: trading on, disclosing, or encouraging trading on insider information, with knowledge of its confidential nature and potential price impact (Article 71(5)). And a reference limb then criminalises the remainder by citation: violating “the provisions of Articles (34), (35), (36), and paragraphs (D) and (E) of Clause (1) of Article (37)” (Article 71(9)), which carries the related-party obligations, the dealing-disclosure duty, the blackouts, the tipping bar, front-running and positional self-dealing into the criminal tier. Walked against that list, one limb of Article 37(1) appears nowhere: paragraph (f), harming the reputation of the market or its members or participants, or contributing to or arranging fictitious or fraudulent transactions. On the face of the two articles, breach of limb (f) alone is administratively sanctionable under Article 65 but not independently criminal, reaching criminality only where the same conduct satisfies 71(3) or 71(4) on its own elements. That mapping is this article’s own walk through the cross-references, marked as such; the reference list in Article 71(9) should be confirmed against the Arabic before the point is relied on, and the fictitious-transactions half of limb (f) will in practice often satisfy 71(4) in any event.
The second asymmetry is intent. Every criminal limb carries a stated mental element, “intentionally” or knowledge, and the chapeau adds that the offence is complete “whether the result is achieved or intended to be achieved” (Article 71). The administrative prohibitions beneath them mostly carry none: of the six limbs of Article 37(1), only the manipulation limb states an intent element, and limbs (b) through (f) prohibit the conduct without one. Administrative exposure is therefore wider than criminal exposure on the same facts, an observation from the drafting rather than a stated rule, and it combines with the evidence design of Section VI into the practical compliance point of this piece: a trading pattern can be administratively sanctionable, at up to AED 200,000,000 or ten times the profit gained or loss avoided (Articles 65(1)(c) and 65(1)(d)), on conduct and order data alone, without proof of the intent the criminal tier would require. The valves complete the map: the penalties extend to anyone who conspires, incites, causes or participates (Article 74); crimes under the decree-law may be settled by the Authority before criminal proceedings or by the Public Prosecution before final judgment, settlement extinguishing the prosecution but never reaching confiscation (Article 75); and the European comparison closes where it began, since MAR prohibits attempt in terms (MAR, Articles 14 and 15) and the UAE chapeau reaches the same ground through the result-or-intent formula.
The chapter’s one safe harbour is stated in a single clause: a person’s adherence to price stabilization controls, procedures or mechanisms regulated by the Authority or the market institutions does not constitute a violation of the decree-law, related legislation, or the Companies Law’s prohibition on influencing the price of listed instruments (Article 37(2)). Three readings of its structure are settled on the text itself. The immunity is conditional: it attaches to adherence to controls, so it runs only as far as controls actually issued and only for conduct within them. It is cross-statute: the express extension to the Companies Law resolves the exposure a stabilization manager would otherwise face under that law’s price-influence prohibition, a provision this series states at boundary level, the Companies Law being unloaded, with practitioner coverage describing the tension the clause was drafted to close carried at secondary tier. And it is two-keyed: the controls may come from the Authority or from the market institutions, whose rulebooks the Authority approves or corrects through the keys examined in the market-infrastructure article of this series.
What the statute does not state is any condition of the safe harbour itself, and here the loaded European text is the illuminating contrast. MAR’s stabilization exemption operates only where stabilization is carried out for a limited period, disclosed and notified to the competent authority, within price limits, and in conformity with regulatory technical standards, with every transaction notified no later than the end of the seventh daily market session after execution (MAR, Articles 5(4) and 5(5)). The UAE provision reaches the same architecture, immunity conditioned on a published framework, by delegating the entire framework rather than stating its heads. The transition consequence follows: until the Authority or the institutions issue stabilization controls under the new statute, the question whether the exchange-level frameworks adopted before 2026 constitute “controls... regulated by the Authority or financial market institutions” for the purposes of Article 37(2), surviving through the continuation rule of Article 82, is a genuinely open one, and a stabilization manager relying on the pre-2026 frameworks today is relying on that open question. The conservative operating position, stated as this article’s inference from the conditional drafting, is to treat the safe harbour as available only for conduct within a framework that is verifiably in force at the point of the programme, and to verify that status against the register and the institutions’ published controls before the programme begins.
The conduct chapter is enforced through an evidence design that converts trading behaviour itself into proof. Violations may be established by all means of proof, traditional or digital, including correspondence, electronic data and records, and audio and visual recordings (Article 62(1)); and a person’s orders and instructions for the sale and purchase of securities, their timing, the analysis of their trades, and their conduct under investigation constitute evidence and presumptions on which a violation may be established (Article 62(2)). Alongside it sit the institutional-records presumption, under which the systems data of the market institutions is legal proof of the dates and details of trading unless proven otherwise (Article 27), and the rule that material submitted to the Authority in inspection and disclosure constitutes evidence in proceedings it initiates (Articles 47(4) and 50(5)). Read together, the design places the practical burden on the trader whose pattern looks abusive, an observation drawn from the combination of the presumptions rather than a rule any of them states alone; for a licensed person, order management, pattern hygiene and record-keeping are where manipulation cases will be won or lost, and the compliance surface that matters is the audit trail.
Settled, on the statute’s face: the three rings and every prohibition in them; the possession-based insider concept; the dealing-disclosure duty and the existence of blackout periods; the tipping bar; the six limbs of Article 37(1) including order-book manipulation by name; the criminal limbs and their intent elements; the participation, settlement and self-disclosure valves; the conditional, cross-statute stabilization safe harbour; and the conduct-as-evidence design.
Open, and named as open: the content of the prohibition periods, delegated to the Authority’s decisions and market regulations; the constitutive or calibrating reading of “as determined by the Authority” in the Inside Information definition; the executive-management gap between Articles 35(1) and 36(1), which the Arabic must resolve; the criminal status of Article 37(1)(f) standing alone, subject to Arabic confirmation of the Article 71(9) reference list; the absence on the statute’s face of legitimate-behaviour defences of the kind the European regime states, and whether the Authority’s decisions will supply them; whether the pre-2026 exchange stabilization frameworks satisfy Article 37(2) through the transition; and the content of the related-party regime, whose obligations are criminal by reference while their substance awaits the Authority’s decisions, a combination this article states plainly because it means a criminal provision currently borrows its content from the conditional layer.
Moving: the Authority’s conduct-level decisions, when they issue, will fix the blackout calendar, the inside-information determinations and the stabilization controls, and each such issuance converts an open item above into stated law; the market institutions’ rulebooks approved under the keys of the market-infrastructure article are the second watch item; and the comparative baseline itself moves, the European text having been amended with effect from June 2026 on the very disclosure mechanics its regime pairs with this chapter. This analysis rests on Federal Decree-Law No. 33 of 2025, loaded in full from the official source and in force since 1 January 2026, and, for the comparative passages only, on the consolidated text of Regulation (EU) No 596/2014 as at 5 June 2026, loaded this turn, each comparison anchored to the article compared and none asserted beyond the loaded texts.
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