SEC Amends Trading Plan Rule, Requires More Disclosure for Insider Trading Amended -

Rule 10b5-1 for trading plans takes effect on February 27, 2023. The amended rule adds new conditions to the affirmative defense against insider trading, including a mandatory cooling-off period and limits on overlapping plans. The SEC has also mandated extensive new quarterly disclosures regarding the use of plans by directors and officers and annual disclosures by companies of their insider trading policies and equity-based awards made shortly before or after disclosure of material information. This Latham Client Alert summarizes the new rules and answers FAQs on their implementation.