News & Analysis as of

Insider Trading 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

Seward & Kissel LLP on

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

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

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

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

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

Ballard Spahr LLP

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

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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

Manatt, Phelps & Phillips, LLP

SEC Adopts Final Amendments to Rule 10b5-1 Plans; Expands Related Disclosure Requirements

On December 14, 2022, in its final meeting of the year, the Securities and Exchange Commission adopted final rules relating to Rule 10b5-1 trading plans....more

Mintz - Securities & Capital Markets...

SEC Adopts Amendments to Rule 10b5-1 Insider Trading Arrangements

On December 14, 2022, the Securities and Exchange Commission adopted final rules amending Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to impose new conditions to the availability of the Rule 10b5-1...more

Paul Hastings LLP

SEC Adopts Amendments Revamping Rule 10b5-1 Trading Regime and Mandating Related Disclosures

Paul Hastings LLP on

On December 14, 2022, the Securities and Exchange Commission (the “Commission”) adopted amendments bolstering the conditions to be met in order for a person to rely on the affirmative defense from insider trading available...more

Dechert LLP

SEC Adopts Amendments to Modernize Rule 10b5-1 Insider Trading Plans and Related Disclosures

Dechert LLP on

New conditions to the availability of the affirmative defense under the Rule 10b5-1(c)(1), including a cooling-off period before trading can begin for directors, officers, and other persons (other than issuers) - New...more

Hogan Lovells

SEC adopts major Rule 10b5-1 amendments and disclosure requirements relating to securities transactions

Hogan Lovells on

On December 14, the SEC adopted long-awaited amendments to Rule 10b5-1 under the Exchange Act that add new conditions for a trading arrangement to qualify for the rule’s affirmative defense against Rule 10b-5 liability for...more

Cooley LLP

Filling the Gaps: SEC Adopts Final Rules on 10b5-1 Trading Plans and Related Disclosures

Cooley LLP on

The Securities and Exchange Commission adopted final rules that impose new conditions on the availability of the Rule 10b5-1 affirmative defense to insider trading and require enhanced disclosures regarding the adoption,...more

BakerHostetler

SEC Amends Rule 10b5-1 Trading Arrangement Conditions and Disclosure Requirements for Issuers and Section 16 Reporting Persons to...

BakerHostetler on

On Dec. 14, 2022, the SEC voted to adopt amendments to Rule 10b5-1 and to enhance disclosure requirements, in an attempt to establish meaningful guardrails around the use of Rule 10b5-1 trading plans and strengthen...more

Foley & Lardner LLP

SEC Adopts Final Rules Regarding 10b5-1 Trading Plans and Disclosure of Insider Trading Policies and Related Matters

Foley & Lardner LLP on

On December 14, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules (1) adding new conditions applicable to Rule 10b5-1 trading plans, (2) requiring disclosure of insider trading policies and...more

Smith Anderson

SEC Adopts Amendments to 10b5-1 Plans

Smith Anderson on

On December 14, 2022, the Securities and Exchange Commission (SEC) unanimously voted to adopt amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act), adding new conditions to the availability of...more

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