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10b5-1 Plans Insider Trading Corporate Governance

BCLP

2024: Updates and Reminders for Upcoming Quarterly Filings

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Potential regulatory uncertainty in light of Supreme Court decisions. The recent Supreme Court term produced several landmark decisions affecting administrative agencies, including...more

BCLP

Don’t Pull the Trigger on That Stock Trade Just Yet! Questions Counsel Should Ask Insiders Before They Trade; Topics to Cover When...

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One of the routine duties of counsel for a public company is advising officers and directors on their trades in company stock and their SEC responsibilities when they leave. Because those discussions are routine, it may be...more

Dorsey & Whitney LLP

Fifth Circuit Vacates SEC Rules for Share Repurchase Disclosure

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We had previously reported that beginning with the next annual report on Form 10-K, most US-listed issuers would be required to make more extensive disclosures on their share repurchase programs and insider transactions...more

Perkins Coie

Preparing for the 2024 Public Company Reporting Season

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In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more

Cooley LLP

What special issues should Comp Committees think about next year?

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In this Viewpoint, Issues Facing Compensation Committees in 2024, comp consultant Pay Governance takes a look at how the current economic and geopolitical uncertainty, together with an “onslaught” of new SEC rules, may affect...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues Guidance on Recent Rule 10b5-1 Amendments and Related Disclosure Requirements

On August 25, 2023, the staff of the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued guidance to address certain open questions on the amendments to Rule 10b5-1 and related disclosure...more

Mayer Brown Free Writings + Perspectives

SEC Releases C&DIs on Compliance with New Insider Trading Disclosures

On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding...more

Nelson Mullins Riley & Scarborough LLP

SEC Releases New C&DIs on 10b5-1 Plans and Insider Trading Disclosures

The SEC released, on May 25, 2023, three new Compliance and Disclosure Interpretations (C&DIs) focused on recent changes to Rule 10b5-1 and reporting of insider trading policies and procedures. The new C&DIs provide as...more

Akin Gump Strauss Hauer & Feld LLP

New SEC C&DIs Relating to Rule 10b5-1 Amendments

As discussed in our prior publication (found here), the Securities and Exchange Commission (SEC) adopted amendments on December 14, 2022, regarding Rule 10b5-1 insider trading plans and related disclosures. On May 25, 2023,...more

WilmerHale

Preparing for New Issuer Repurchase Disclosures

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In May 2023, the Securities and Exchange Commission (SEC) amended its rules to significantly increase the disclosures public companies must make about repurchases of their equity securities. The recent amendments are the...more

Tarter Krinsky & Drogin LLP

Has the SEC Made 10b5-1 Trading Plans More Hassle Than They’re Worth?

Executive suites in public companies across America took notice in recent weeks when federal prosecutors filed the first ever case based exclusively on an executive’s sale of company shares pursuant to what is commonly...more

Akin Gump Strauss Hauer & Feld LLP

Landmark SEC and DOJ Insider Trading Cases Signal Increased Scrutiny of Rule 10b5-1 Plans

Key Points - On March 1, 2023, the SEC and DOJ filed insider trading charges against a public company executive alleging he traded pursuant to 10b5-1 trading plans he adopted while he was in possession of material...more

Perkins Coie

DOJ Brings First Criminal Charges Stemming From Use of Rule 10b5-1 Trading Plan

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On March 1, 2023, the U.S. Department of Justice (DOJ) unsealed an indictment against the CEO of a publicly traded healthcare company (the Executive) relating to charges of an insider trading scheme. The indictment represents...more

Mayer Brown Free Writings + Perspectives

Insider Trading Rule Amendments Now in Effect

Amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 are effective as of February 27, 2023. Unanimously adopted by the US Securities and Exchange Commission (SEC) December of last year, the Rule 10b5-1...more

BCLP

Gifts reportable on Form 4s starting February 27 and other deadlines for insiders and corporate secretaries

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New deadlines and obligations for insiders and corporate secretaries are coming up as result of rule changes, including the following: February 27, 2023 - Form 4 reporting for gifts - February 27, 2023 is the...more

Latham & Watkins LLP

Recent Developments for Directors - February 2023

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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...more

Latham & Watkins LLP

Amended Rule 10b5-1 and New Insider Trading Disclosure: Frequently Asked Questions

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Key Points - ..The SEC’s amendments to Rule 10b5-1 and new rules mandating insider trading disclosures take effect at the end of next month. ..The changes raise significant interpretive issues, including ambiguities...more

Cadwalader, Wickersham & Taft LLP

In Depth: SEC Adopts Tougher Trading Rules for Corporate Insiders

On January 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed several rule and form amendments to address potentially abusive practices relating to the use of Rule 10b5-1 plans, grants of options and other...more

Cadwalader, Wickersham & Taft LLP

Ringing in the New Year – Practical Tips for Public Companies to Implement the New SEC Rule 10b5-1 Trading Plan Rules in Their...

Overview of SEC Final Rules on Rule 10b5-1 Trading Plans - On December 14, 2022, the U.S. Securities and Exchange Commission (“SEC”) unanimously adopted final rules adding new conditions applicable to Rule 10b5-1 trading...more

Nelson Mullins Riley & Scarborough LLP

It’s More Than 10b5-1 – a Lot More – and You Need to Get Ready

You probably have heard or read about the SEC’s adoption, on Dec. 14, 2022, of amendments to Rule 10b5-1. That rule provides an affirmative defense to insider trading liability under Section 10(b) of the Exchange Act and Rule...more

Sheppard Mullin Richter & Hampton LLP

SEC Adopts Amendments Regarding Insider Trading Plans and Related Disclosures

On December 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments to modernize Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and add new disclosure...more

Stinson LLP

SEC Amendments to Rule 10b5-1

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On December 14th, 2022, the U.S. Securities and Exchange Commission (SEC) adopted a series of amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. In sum, the amendments accomplish the following...more

Cooley LLP

SEC adopts new rules on 10b5-1 plans [UPDATED]

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[This post revises and updates my earlier post primarily to provide a more detailed discussion of the contents of the adopting release.] - At an open meeting in December last year—happy new year!—the SEC voted to adopt...more

WilmerHale

Getting Ready for Amended Rule 10b5-1 and Other New SEC Requirements Relating to Insider Trading

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In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more

Miller Nash LLP

SEC Rule Amendments on Insider Trading Arrangements

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The Securities and Exchange Commission (SEC) held an open meeting on December 14, 2022, in part, to consider amendments to Rule 10b5-1 and related disclosure rules, including Rule 10b5-1 trading plans, insider trading...more

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