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Corporate Officers Insider Trading

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

BakerHostetler

The SEC Secures Major Trial Victory in Its First ‘Shadow Trading’ Insider Trading Enforcement Action – Securities and Exchange...

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On Friday, April 5, a California federal jury found a former Medivation executive liable for insider trading under the novel liability theory of “shadow trading,” following an eight-day trial and less than three hours of...more

Smith Anderson

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

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In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season

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This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...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

Goodwin

Delaware Court of Chancery Clarifies That Fiduciary ‘Duty of Oversight’ Applies to Officers and Extends Fiduciary Duty Claims to...

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In what seems destined to be a landmark Delaware Court of Chancery decision, Vice Chancellor J. Travis Laster denied former McDonald’s Executive Vice President and Global Chief People Officer David Fairhurst’s motion to...more

Skadden, Arps, Slate, Meagher & Flom LLP

What the SEC’s New Insider Trading Rules Mean for Directors

In December 2022, the U.S. Securities and Exchange Commission (SEC) modified the rules governing preset stock trading programs for corporate insiders, known as 10b5-1 plans, which begin taking effect this year. The new rules...more

Bass, Berry & Sims PLC

FAQs on the SEC’s Newly Adopted Amendments to Rule 10b5-1 Trading Plans and Related Disclosures

We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: January 1, 2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

White & Case LLP

SEC Adopts Amendments to Rule 10b5-1

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On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Plans adopted pursuant to Rule 10b5-1...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Amends Rules for Rule 10b5-1 Trading Plans and Adds New Disclosure Requirements

On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements intended to address what it perceives may be abusive practices relating to Rule 10b5-1 trading...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Final Amendments to Rule 10b5-1 and Related Disclosure Requirements

On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules amending Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) to impose additional conditions to the availability of...more

McDermott Will & Emery

SEC Imposes New Restrictions on Availability of Rule 10b5-1 Defense to Insider Trading

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At an Open Meeting on December 14, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934 (Exchange Act), which impose new limitations on...more

Foley Hoag LLP - Public Companies & the Law

SEC Amends Rule 10b5-1

In August 2000, the Securities and Exchange Commission (“SEC”) adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, established an affirmative defense to a...more

Sullivan & Worcester

SEC Adopts Amendments to Modernize Rule 10b5-1 Insider Trading Plans and Related Disclosures - Update

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On December 13, 2022, the Securities and Exchange Commission unanimously adopted amendments to Rule 10b5-1, imposing new limitations on the ability of insiders to utilize so-called “10b5-1 plans.” 10b5-1 plans are plans to...more

Fenwick & West LLP

SEC Adopts Rule Amendments to Provide Enhanced Disclosure of Rule 10b5-1 Plans and Insider Trading

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On December 14, 2022, the U.S. Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements designed to enhance investor...more

BCLP

Flawed 10b5-1 plan leads to insider trading finding against executives

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A recent SEC order found that two executives of Cheetah Mobile Inc. engaged in illegal insider trading when selling shares under a purported 10b5-1 trading plan. The SEC found that they established the plan after learning of...more

Holland & Knight LLP

Domino's Fall for Former Executive Accused of Insider Trading

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The SEC recently announced the filing of a settled action against Bernard L. Compton, a former Domino's Pizza executive accused of insider trading. The case, though somewhat typical in its facts, highlights two of the SEC's...more

Mintz

Commissioner Gary Gensler Has His Eyes Set on Rule 10b5-1 Plans

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The Securities and Exchange Commission (“SEC”) is honing in on Rule 10b5-1 plans. Rule 10b5-1 plans provide an affirmative defense and allow corporate directors and officers to sell and purchase securities without violating...more

Goodwin

Former Theranos CEO Denied Attorney-Client Privilege Over Communications with Company Attorneys

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Former Theranos CEO Denied Attorney-Client Privilege Over Communications with Company Attorneys; District of Massachusetts Allows Putative Securities Class Action to Proceed Against OvaScience Investors; Delaware Chancery...more

Society of Corporate Compliance and Ethics...

Compliance Perspectives: Compliance Challenges in India

It’s a very busy time for compliance professionals overseeing businesses operating in India, reports Arpinder Singh, India & Emerging Markets Leader at EY Forensic & Integrity Services. There are a dizzying number of new...more

Burr & Forman

If Your Retirement Plan Holds Employer Securities Keep an Eye on the Jander Case, Part II

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In March 2020, I posted a blog reviewing the evolution of the legal analysis applied to a retirement plan’s holding of “employer securities” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)......more

WilmerHale

COVID-19: As Corporate Insiders Look to Buy, a Reminder to Look Both Ways Before Crossing …

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While corporate stock buybacks, as well as dividend payments, are receiving significant scrutiny in the face of the coronavirus pandemic as companies look to preserve cash, the same is not currently true for stock purchases...more

BCLP

Covid-19: Wrongful Trading

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For directors of companies facing financial difficulties, the wrongful trading regime can be front of mind, given the exposure to risk of personal liability....more

Goodwin

Important Reminders for U.S. Boards of Directors Navigating COVID-19

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While COVID-19 will affect the operations of different companies in different ways, the boards of directors of every company should think critically about their oversight role in the context of this unprecedented global...more

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