News & Analysis as of

10b5-1 Plans Regulation S-K

BCLP

2024: Updates and Reminders for Upcoming Quarterly Filings

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Potential regulatory uncertainty in light of Supreme Court decisions. The recent Supreme Court term produced several landmark decisions affecting administrative agencies, including...more

Orrick, Herrington & Sutcliffe LLP

Insider Trading Policy Key Terms and Trends

With the compliance deadline for the newly issued Item 408(b) of Regulation S-K approaching for calendar-year-end companies and the increased use by the Department of Justice and the SEC of data analytics in pursuing insider...more

Dorsey & Whitney LLP

Fifth Circuit Vacates SEC Rules for Share Repurchase Disclosure

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We had previously reported that beginning with the next annual report on Form 10-K, most US-listed issuers would be required to make more extensive disclosures on their share repurchase programs and insider transactions...more

Snell & Wilmer

Corporate Communicator - 2024 Annual Meeting Season

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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

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

Keating Muething & Klekamp PLL

Securities Snapshot: 3rd Quarter 2023 - What You Need to Know About The SEC's Latest Rulemaking

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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues Guidance on Recent Rule 10b5-1 Amendments and Related Disclosure Requirements

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

BCLP

Latest SEC Guidance on Rule 10b5-1 Amendments

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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

Cooley LLP

Corp Fin issues some new CDIs on Rule 10b5-1 plans

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On Friday afternoon, Corp Fin issued several new CDIs regarding Rule 10b5-1 plans. As you may recall, in December last year, the SEC adopted new amendments to the rules regarding Rule 10b5-1 plans. These amendments added new...more

Husch Blackwell LLP

SEC Heightens Issuers' Share Repurchase Disclosure Requirements

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On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the disclosure requirements relating to issuers’ repurchases of their equity securities. As outlined below, the amendments require additional...more

Husch Blackwell LLP

New Rule 10b5-1 Disclosure Requirements Prompt Issuers to Reconsider Existing Compliance

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On December 14, 2022, the Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements to address what it viewed as potentially abusive practices associated with Rule 10b5-1 plans,...more

Paul Hastings LLP

Public Company Watch: July 2023

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In the July edition of our Public Company Watch, we cover key issues impacting public companies, including important reminders for companies’ upcoming Form 10-Q filings; the themes revealed by the 12 proxy contests that have...more

Orrick, Herrington & Sutcliffe LLP

SEC's Insider Trading Rules – Model Disclosures

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...more

Snell & Wilmer

Corporate Communicator - July 2023

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SEC Enhancement of Share Repurchase Disclosure Requirements - On May 3, 2023, the Securities and Exchange Commission (the “SEC”) announced its adoption of amendments to the provisions of Item 703 of Regulation S-K (“Item...more

Dinsmore & Shohl LLP

Regula Interruptus – Share Repurchase Disclosure Rule Delayed?

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The SEC has published its final rule for the modernization of share repurchase disclosures. The final rule will require additional details of an issuer’s share repurchase activity. Unlike the previous requirements for share...more

Kelley Drye & Warren LLP

SEC Adopts Share Repurchase Disclosure Amendments

On May 3, 2023 the Securities and Exchange Commission (SEC) adopted amendments to modernize the disclosure requirements relating to share repurchases by issuers. The amendments include new tabular disclosures regarding daily...more

Nelson Mullins Riley & Scarborough LLP

SEC Releases New C&DIs on 10b5-1 Plans and Insider Trading Disclosures

The SEC released, on May 25, 2023, three new Compliance and Disclosure Interpretations (C&DIs) focused on recent changes to Rule 10b5-1 and reporting of insider trading policies and procedures. The new C&DIs provide as...more

WilmerHale

Preparing for New Issuer Repurchase Disclosures

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In May 2023, the Securities and Exchange Commission (SEC) amended its rules to significantly increase the disclosures public companies must make about repurchases of their equity securities. The recent amendments are the...more

Jones Day

SEC Adopts Final Rules Regarding Share Repurchases and Related Disclosures

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On May 3, 2023, the Securities and Exchange Commission adopted final rules regarding public company issuers' share repurchases and Rule 10b5-1 trading plans. Although the final rules are not as burdensome as the proposed...more

Proskauer Rose LLP

SEC Amendments to Share Repurchase Disclosure Rules Impact BDCs and Exchange-Traded Registered Closed-End Funds

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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

Kilpatrick

SEC Adopts New Share Repurchase Disclosure Rules

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On May 3, 2023, the Securities and Exchange Commission adopted amendments to modernize the disclosure requirements relating to repurchases of an issuer’s equity securities. The amendments are intended by the SEC to “improve...more

Ballard Spahr LLP

SEC Adopts Amendments Regarding Share Repurchase Disclosure Modernization

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Summary - On May 3, 2022, the Securities and Exchange Commission (SEC) adopted final rules to modernize disclosure requirements relating to the repurchase by issuers of equity securities that are registered under the...more

Dechert LLP

SEC Adopts Share Repurchase Disclosure Rules

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Issuers must disclose daily quantitative share repurchase information on a quarterly or semi-annual basis depending on the type of issuer, but not after every repurchase as had been initially proposed - Issuers must...more

Foley & Lardner LLP

SEC Adopts Final Rules Regarding Share Repurchase Disclosure

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On May 3, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules requiring (1) issuers to disclose daily quantitative repurchase data at the end of every quarter in their Form 10-Qs and 10-Ks, (2)...more

Faegre Drinker Biddle & Reath LLP

SEC Adopts Amendments to Share Repurchase Disclosure Rules, Including for Listed Closed-End Funds

In a three-to-two vote at an open meeting held on May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments (Share Repurchase Disclosure Amendments) to the existing share repurchase disclosure...more

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