News & Analysis as of

Cooling-Off Rule

Morrison & Foerster LLP

Takeaways for In-House Counsel from DOJ’s First Insider Trading Trial Involving a Rule 10b5-1 Plan

On June 21, 2024, a jury in California federal court found a former chief executive officer of a publicly traded healthcare company guilty of insider trading in United States v. Peizer, the first criminal insider-trading case...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

Cozen O'Connor

The Canadian Trademarks Opposition Board Reduces Deadlines and Available Extensions of Time

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The Canadian Intellectual Property Office (CIPO) implemented significantly reduced deadlines and more limited extensions of time in trademark opposition and section 45 proceedings. These changes, effective December 1, 2023,...more

Latham & Watkins LLP

Hong Kong Issues Guidance on Automatic Share Buyback Programs

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The SEHK guidance sets out the framework for its assessment in considering a waiver application of the increasingly popular automatic share buyback program. The Stock Exchange of Hong Kong Limited (the SEHK) has issued a...more

Walkers

New Guernsey trading standards rules from October 2023

Walkers on

Introduction - The Trading Standards (Fair Trading) (Guernsey) Ordinance, 2023 (the "Trading Standards Ordinance") is due to come into force on 2 October 2023.  From this date, businesses in Guernsey will be subject to...more

Holland & Hart LLP

Refresher on Post-Government Employment Restrictions

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A recent decision published by the Court of Federal Claims (“COFC”) highlights the legal perils contractors may face by failing to properly evaluate the impact of post-government employment restrictions (i.e., “revolving...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

Hinch Newman LLP

FTC Acts to Stop Alleged Real Estate and Online Commerce Coaching Scheme Targeting Spanish-Speaking Consumers

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As previously blogged about here by FTC defense lawyer, the Federal Trade Commission and state attorneys general continue to aggressively investigate and prosecute those that advertise, market, distribute, promote and sell...more

Dechert LLP

FCA issues final rules for marketing cryptoassets in the UK

Dechert LLP on

Financial promotions of qualifying cryptoassets are now within the scope of the UK financial promotion regime. The FCA has published its final policy statement on rules for communicating financial promotions of qualifying...more

Keating Muething & Klekamp PLL

Securities Snapshot: 1st Quarter 2023 - 2022 Final Rules Now in Effect: What You Need to Know

Securities and Exchange Commission rulemaking continued at a brisk pace in the first quarter of 2023 as the Commission implemented several significant reporting and compliance regulations adopted in 2022. Final rules and...more

Morrison & Foerster LLP

DOJ Updates Monitor Selection Policy

Key Takeaways- •On March 1, 2023, the Assistant Attorney General (“AAG”) for the Criminal Division of the U.S. Department of Justice (“DOJ”), Kenneth A. Polite, Jr., issued a revised memorandum on the imposition and...more

Skadden, Arps, Slate, Meagher & Flom LLP

FAQs: What the SEC’s New Insider Trading Rules Mean for Directors

New SEC rules on Rule 10b5-1 preset trading plans for insiders add lengthy “cooling-off periods” for directors and officers between the time they establish a plan and the date a first trade can be made. Most multiple...more

Proskauer Rose LLP

Protecting Retail Investors: Remaining Financial Promotion Rules Effective as of 1 February 2023

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Background - In August 2022, the United Kingdom Financial Conduct Authority (“FCA”) published a policy statement titled “[s]trengthening our financial promotion rules for high-risk investments and firms approving financial...more

Latham & Watkins LLP

Amended Rule 10b5-1 and New Insider Trading Disclosure: Frequently Asked Questions

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Key Points - ..The SEC’s amendments to Rule 10b5-1 and new rules mandating insider trading disclosures take effect at the end of next month. ..The changes raise significant interpretive issues, including ambiguities...more

Davies Ward Phillips & Vineberg LLP

SEC Adopts Amendments to Insider Trading Rules and Reporting Requirements

In late 2022, the U.S. Securities and Exchange Commission (SEC) adopted final amendments to certain rules and reporting requirements concerning insider trading arrangements, including Rule 10b5-1(c) under the Securities...more

Kelley Drye & Warren LLP

SEC Issues Final Rules on Rule 10b5-1 and Insider Reporting Changes

On December 14, 2022, the Securities and Exchange Commission (the “Commission”) adopted final rules (the “Final Rules”) which will affect trading by directors and officers of listed issuers and disclosure about such...more

Cadwalader, Wickersham & Taft LLP

In Depth: SEC Adopts Tougher Trading Rules for Corporate Insiders

On January 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed several rule and form amendments to address potentially abusive practices relating to the use of Rule 10b5-1 plans, grants of options and other...more

Sheppard Mullin Richter & Hampton LLP

SEC Adopts Amendments Regarding Insider Trading Plans and Related Disclosures

On December 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments to modernize Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and add new disclosure...more

Troutman Pepper

SEC Adopts Final Rule Amendments for Rule 10b5-1 Trading Plans and Creates New Disclosure Requirements

Troutman Pepper on

Overview On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments and certain enhanced disclosure requirements related to Rule 10b5-1 trading plans. The new amendments include...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Broad Amendments to Rule 10b5-1 Protections and Section 16(a) Reporting

Affected individuals should review their 10b5-1 plans and Section 16(a) Reporting practices to ensure they comply with the new regulations. Directors, officers and other persons (other than issuers) cannot maintain more...more

Eversheds Sutherland (US) LLP

SEC amends Rule 10b5-1 and revamps affirmative defense to insider trading charges

The Securities and Exchange Commission (SEC) has unanimously adopted amendments to Rule 10b5-1 (the Rule), which prohibits the purchase or sale of securities on the basis of material nonpublic information (MNPI) in violation...more

Proskauer Rose LLP

SEC Adopts Amendments to Rule 10b5-1 and Related Disclosure Requirements

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On December 14, 2022, the SEC adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 and added related new disclosure requirements. Rule 10b5-1 provides an affirmative defense to insider trading liability...more

Ballard Spahr LLP

SEC Adopts Amendments Regarding Rule 10b5-1 Trading Arrangements and Related Disclosures

Ballard Spahr LLP on

Summary - The Securities and Exchange Commission on December 14, 2022, adopted final rules to amend Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (Exchange Act). The amendments apply a cooling-off...more

Miller Nash LLP

SEC Rule Amendments on Insider Trading Arrangements

Miller Nash LLP on

The Securities and Exchange Commission (SEC) held an open meeting on December 14, 2022, in part, to consider amendments to Rule 10b5-1 and related disclosure rules, including Rule 10b5-1 trading plans, insider trading...more

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