The SEC recently introduced “Insider Trading Arrangements and Related Disclosure” rules that mandate disclosure of Rule 10b5-1 trading arrangement utilization by directors and officers, as well as insider trading policy and procedure disclosures and other related matters. As the deadline for initial compliance with these rules is approaching, we have developed a model disclosure framework available in the appendix to assist companies with their disclosures.
To get a more comprehensive overview of the “Insider Trading Arrangements and Related Disclosure” adopting release, refer to our alerts available here and here.
While this framework serves as a starting point, companies may need to customize their disclosures to address their unique facts and circumstances, evolving market practices and any future guidance from the SEC. We encourage companies to consult with legal counsel to ensure full compliance with the new disclosure requirements.
APPENDIX - MODEL DISCLOSURE FRAMEWORK:
1. Adoption or Termination of Trading Arrangements.
2. Disclosure and Exhibit Filing of Insider Trading Policies and Procedures.
3. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information.
4. Tabular Disclosure of the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information.