The SEC staff recently published updates to its interpretations (CDIs) for Rule 10b5-1 – the insider trading exemption for pre-established trading plans....more
5/9/2025
/ 10b5-1 Plans ,
401k ,
Employee Benefits ,
Insider Trading ,
Investment Funds ,
New Guidance ,
Proposed Rules ,
Regulatory Requirements ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trusts
Potential regulatory uncertainty in light of Supreme Court decisions. The recent Supreme Court term produced several landmark decisions affecting administrative agencies, including...more
7/10/2024
/ 10b5-1 Plans ,
Corner Post Inc v Board of Governors of the Federal Reserve System ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Insider Trading ,
Loper Bright Enterprises v Raimondo ,
Ohio v Environmental Protection Agency ,
Publicly-Traded Companies ,
Regulation S-K ,
SCOTUS
As discussed in our March 3, 2023 post, the DOJ and SEC brought an insider trading case against the founder and former CEO and Executive Chairman of Ontrak, Inc. based upon the former executive failing the “clean hands”...more
7/1/2024
/ 10b5-1 Plans ,
Corporate Executives ,
Criminal Convictions ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Insider Information ,
Insider Trading ,
Material Nonpublic Information ,
Securities and Exchange Commission (SEC) ,
Securities Fraud
As discussed in our September 1, 2021 post, the SEC brought its first “shadow insider trading” case against Matthew Panuwat, a company employee who purchased options in a competitor’s shares shortly after learning his...more
6/14/2024
/ Confidential Information ,
Corporate Governance ,
Criminal Convictions ,
Criminal Prosecution ,
Enforcement Actions ,
Insider Trading ,
Material Nonpublic Information ,
Materiality ,
Misappropriation ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Securities Fraud
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
5/22/2024
/ 10b5-1 Plans ,
Blackout Rules ,
Board of Directors ,
Compliance ,
Corporate Governance ,
Corporate Officers ,
Employee Retirement Income Security Act (ERISA) ,
Filing Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Risk Management ,
Rule 144 ,
Securities Regulation
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more
10/3/2023
/ Annual Reports ,
Artificial Intelligence ,
CDIs ,
Clawbacks ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Financial Restatements ,
GAAP ,
Insider Trading ,
Non-GAAP Financial Measures ,
Performance Incentives ,
Proxy Season ,
Publicly-Traded Companies ,
Related Parties ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Ukraine ,
XBRL Filing Requirements
As discussed in our December 15, 2022 post, significant amendments to Rule 10b5-1 plan requirements took effect earlier this year. With the Justice Department announcing its first criminal prosecution challenging a Rule...more
8/31/2023
/ 10b5-1 Plans ,
401k ,
Amended Rules ,
CDIs ,
Corporate Issuers ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Insider Trading ,
Plan Administrators ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Violations
The Justice Department recently indicted the Executive Chairman of Ontrak, Inc. alleging that he failed the “clean hands” requirement because he had been aware of material nonpublic information relating to the potential loss...more
3/6/2023
/ Corporate Counsel ,
Corporate Executives ,
Criminal Convictions ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Disgorgement ,
Indictments ,
Insider Trading ,
Material Nonpublic Information ,
Permanent Injunctions ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Violations ,
Unclean Hands
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
On December 14, 2022, the SEC unanimously adopted significant changes to the requirements for Rule 10b5-1 trading plans, one day shy of the anniversary of its proposals, including...more
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
On December 15, 2021, the SEC proposed significant changes to the requirements for Rule 10b5-1 trading plans.
The SEC attributed the proposals to concerns expressed by courts, commentators and members of Congress that...more
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. ...more
7/3/2019
/ Accelerated Filers ,
Audits ,
Comment Period ,
Constitutional Challenges ,
Contempt ,
Corporate Governance ,
Elon Musk ,
Enforcement Actions ,
Financial Reporting ,
Insider Trading ,
Internal Controls ,
Proposed Amendments ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Social Networks ,
State Constitutions ,
Tesla ,
Unclaimed Property
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders.
In this edition we review... ...more
8/28/2018
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Equity Compensation ,
Executive Compensation ,
Insider Trading ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Share Buybacks ,
Smaller Reporting Companies
Planning for the 2018 Proxy Season -
There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...more
11/22/2017
/ Annual Reports ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Financial CHOICE Act ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Earned Income ,
Insider Trading ,
Internal Reporting ,
Pay Ratio ,
Proxy Access ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulation S-K ,
Rule 14a-8 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
US v Salman ,
Whistleblower Awards