WORD OF THE DAY® for Hedge Funds – 10b5-1 Plan
On April 25, 2025, the Securities and Exchange Commission’s Division of Corporation Finance (the “SEC”) updated its Compliance and Disclosure Interpretations (“C&DI”) pertaining to Rule 10b5-1 trading plans, which provide an...more
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
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
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
In August 2021, the SEC filed a complaint in the U.S. District Court charging Matthew Panuwat, a former employee of Medivation Inc., an oncology-focused biopharma, with insider trading in advance of Medivation’s announcement...more
This year’s PLI Securities Regulation Institute was a source for a lot of useful information and interesting perspectives. Panelists discussed a variety of topics, including climate disclosure (although no one shared any...more
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
On August 25, 2023, the staff of the U.S. Securities and Exchange Commission posted five new compliance and disclosure interpretations (“C&DI’s”). Three of the new C&DIs related to the recent amendments to Rule 10b5-1 and two...more
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
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
On May 3, the Securities and Exchange Commission (SEC) adopted final amendments that call for certain quantitative and qualitative disclosure requirements with respect to repurchases of an issuer’s equity securities that are...more
On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding...more
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
On May 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued three new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 and related disclosure...more
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
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
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
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities...more
On May 3, 2023, the Securities and Exchange Commission (the “SEC”) adopted new rules and related amendments regarding disclosure of share repurchase programs by corporate issuers and their affiliated purchasers. These...more
On May 3, 2023, the U.S. Securities and Exchange Commission (SEC), by a vote of 3-2, adopted amendments to modernize the disclosure requirements relating to issuers’ repurchases of their equity securities that are registered...more