WORD OF THE DAY® for Hedge Funds – 10b5-1 Plan
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 March 1, 2023, the Department of Justice (DOJ) announced the insider-trading indictment of Terren Peizer, Chairman and former CEO of health-care provider Ontrak. DOJ called this indictment “groundbreaking,” in that it is...more
You probably have heard or read about the SEC’s adoption, on Dec. 14, 2022, of amendments to Rule 10b5-1. That rule provides an affirmative defense to insider trading liability under Section 10(b) of the Exchange Act and Rule...more
At today’s open meeting, the Securities and Exchange Commission voted to approve amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The SEC had proposed extensive amendments in January 2022,...more
The SEC prevailed on a motion to dismiss a closely watched lawsuit alleging that the defendant had engaged in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a...more
In June 2021, Chairman Gary Gensler of the Securities and Exchange Commission (SEC) expressed the view that it was time to “freshen up” Exchange Act Rule 10b5-1 - the rule that provides an affirmative defense to claims of...more
On December 15, 2021, the SEC proposed amendments to Rule 10b5-1, a rule that provides a safe-harbor from liability from the “insider trading” prohibitions under Section 10(b) of the Securities Exchange Act and Rule 10b-5. ...more
On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations...more
The SEC has issued proposed amendments to Rule 10b5-1 and to related forms and disclosures. The amendments are intended to address perceived abuses of Rule 10b5-1 plans....more
In a speech before the Economic Club of New York on November 19, 2020, outgoing SEC Chair Jay Clayton urged companies to adopt “good corporate hygiene” measures regulating insider trading and equity awards based on the...more
As equity valuations of public companies remain high in comparison to recent historical norms, the use of public company stock as an acquisition currency by SEC registrants in acquisitions of private companies will continue,...more