WORD OF THE DAY® for Hedge Funds – 10b5-1 Plan
The SEC staff recently published updates to its interpretations (CDIs) for Rule 10b5-1 – the insider trading exemption for pre-established trading plans....more
Last week, Corp Fin did some spring cleaning in the Rule 10b5-1 area by adding two new CDIs, revising 20 CDIs, and withdrawing three CDIs so they better jibe with the amendments to Rule 10b5-1 in 2022....more
On April 25, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 by issuing two new CDIs,...more
On April 25, the SEC staff added two new Compliance and Disclosure Interpretations (CDIs), revised 20 CDIs and withdrew three CDIs related to 10b5-1 plans. The SEC staff largely revised the CDIs to conform to the 2022 Rule...more
Here’s the deal: • A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more
Here’s the deal: A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more
On November 13, 2024, during the Practicing Law Institute’s 56th Annual Institute on Securities Regulation, a panel of experts discussed recent disclosure developments for public companies. The main topics of discussion...more
A federal jury in Los Angeles recently convicted the former CEO of Ontrak Inc. (a publicly traded company), Terren Peizer, for engaging in an insider trading scheme using Rule 10b5-1 trading plans. The insider trading...more
In April, we issued an alert discussing the U.S. Securities and Exchange Commission ("SEC") and Department of Justice’s ("DOJ") expansion of insider trading to 10b5-1 plans. On June 21, 2024, a federal jury in California...more
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
The U.S. Department of Justice ("DOJ") won at trial in its first insider trading prosecution against an executive based exclusively on his sales of stock under 10b5-1 trading plans....more
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
Back in March 2023, the DOJ unsealed an indictment against Terren Peizer, formerly the executive chair of Ontrak, Inc., representing the first time, according to the press release, that the DOJ brought “criminal insider...more
On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more
The US Securities and Exchange Commission (SEC) continued its significant focus on public companies in 2023 with its enforcement and rulemaking programs, and this heightened level of attention will continue throughout 2024....more
Many thanks to thecorporatecounsel.net blog for posting this memorandum to the ABA’s Joint Committee on Employee Benefits from three members of that committee regarding their informal discussions with SEC staff about a couple...more
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
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
On November 20, 2023, the Northern District of California denied summary judgment for the defendant in SEC v. Panuwat, an enforcement action being brought under a novel theory of insider trading law that is being referred to...more
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
As 2023 comes to an end, we are pleased to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we present our To Do Lists in four separate SW Benefits Updates. Part 1 covered health and welfare plan...more
A number of significant regulatory, legal, market, and ESG-related developments and issues will affect how public companies approach the upcoming year-end reporting process. As in past years, Mintz has prepared an in-depth...more
In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more
On November 22, 2023, the SEC issued an order postponing the effective date of the Share Repurchase Rule. Under the Share Repurchase Rule as adopted by the SEC, issuers would be required to disclose daily quantitative...more
Appeals court orders SEC to repair share repurchase rules - Our May 2023 One-Minute Reads discussed the Securities and Exchange Commission’s adoption of final rules regarding share repurchase disclosures. In response, the...more