SEC proposes major Rule 10b5-1 amendments and disclosure requirements relating to securities transactions

On December 15, 2021 the SEC unveiled its long-awaited proposal to amend the requirements for securities trading arrangements adopted in reliance on Rule 10b5-1 under the Exchange Act. The proposed amendments would add new conditions to the availability of the rule’s affirmative defense against liability under Exchange Act Rule 10b-5 for insider trading. As part of its larger project to curb unlawful insider trading, the SEC also proposes new disclosure requirements in Exchange Act filings relating to trading arrangements, securities transactions, and insider trading compliance policies.

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