WORD OF THE DAY® for Hedge Funds – 10b5-1 Plan
Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
On November 20, 2023, the Northern District of California denied summary judgment for the defendant in SEC v. Panuwat, an enforcement action being brought under a novel theory of insider trading law that is being referred to...more
The weather may be cooling down, but the Securities and Exchange Commission (“SEC”) did not cool down its pace of rulemaking during the third quarter of 2023. The SEC adopted its highly anticipated cybersecurity disclosure...more
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
On May 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued three new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 and related disclosure...more
On May 3, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to its existing rules regarding disclosures about purchases of an issuer's equity securities by or on behalf of the issuer or an affiliated...more
The U.S. Securities and Exchange Commission (SEC) has adopted final rules that seek to modernize and improve disclosures related to stock buyback programs. The rules apply to all domestic issuers, Listed Closed-End Funds and...more
On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final amendments to Rules and Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) to add disclosure requirements relating...more
On May 3, 2023, the U.S. Securities and Exchange Commission (the “Commission”) adopted amendments to its rules regarding share repurchase disclosures (the “Final Rules”) in an effort to enhance transparency and...more
Securities and Exchange Commission rulemaking continued at a brisk pace in the first quarter of 2023 as the Commission implemented several significant reporting and compliance regulations adopted in 2022. Final rules and...more
A few months after the U.S. Securities and Exchange Commission (SEC) finalized amendments to address perceived abuses of corporate insider trading plans (known as "10b5-1 trading plans"), the U.S. Department of Justice (DOJ)...more
DOJ Promotes Compliance Through Compensation and Clawback Programs (3.2.2023): • The DOJ announced corporate criminal resolutions will now include a requirement that companies implement a compensation and bonus scheme...more
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
Regulatory Developments - FinCEN Issues NPRM Regarding Access to Beneficial Ownership Information and Related Safeguards - On December 15, FinCEN issued a Notice of Proposed Rulemaking (NPRM) that would implement...more
The SEC seeks to regulate trading through internal compliance processes. The SEC settled insider trading charges in relation to misuse of a Rule 10b5-1 plan established in the name of a British Virgin Islands entity owned...more
Upcoming Changes to Rule 10b5-1: The SEC is seeking to propose four key changes to executive stock trading plans under Rule 10b5-1 in October. Its Chairman, Gary Gensler, reported that the SEC is considering “freshen[ing]...more
Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 prohibit the employment of manipulative and deceptive devices in connection with the purchase or sale of securities, including transacting in securities “on...more