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Insider Trading Directors

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

Davies Ward Phillips & Vineberg LLP

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...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

Latham & Watkins LLP

Recent Developments for Directors - February 2023

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SEC Amends Trading Plan Rule, Requires More Disclosure for Insider Trading Amended - Rule 10b5-1 for trading plans takes effect on February 27, 2023. The amended rule adds new conditions to the affirmative defense against...more

Skadden, Arps, Slate, Meagher & Flom LLP

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

In December 2022, the U.S. Securities and Exchange Commission (SEC) modified the rules governing preset stock trading programs for corporate insiders, known as 10b5-1 plans, which begin taking effect this year. The new rules...more

White & Case LLP

SEC Adopts Amendments to Rule 10b5-1

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On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Plans adopted pursuant to Rule 10b5-1...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Amends Rules for Rule 10b5-1 Trading Plans and Adds New Disclosure Requirements

On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements intended to address what it perceives may be abusive practices relating to Rule 10b5-1 trading...more

McDermott Will & Emery

SEC Imposes New Restrictions on Availability of Rule 10b5-1 Defense to Insider Trading

McDermott Will & Emery on

At an Open Meeting on December 14, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934 (Exchange Act), which impose new limitations on...more

Foley Hoag LLP - Public Companies & the Law

SEC Amends Rule 10b5-1

In August 2000, the Securities and Exchange Commission (“SEC”) adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, established an affirmative defense to a...more

Sullivan & Worcester

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

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On December 13, 2022, the Securities and Exchange Commission unanimously adopted amendments to Rule 10b5-1, imposing new limitations on the ability of insiders to utilize so-called “10b5-1 plans.” 10b5-1 plans are plans to...more

Fenwick & West LLP

SEC Adopts Rule Amendments to Provide Enhanced Disclosure of Rule 10b5-1 Plans and Insider Trading

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On December 14, 2022, the U.S. Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements designed to enhance investor...more

WilmerHale

COVID-19: As Corporate Insiders Look to Buy, a Reminder to Look Both Ways Before Crossing …

WilmerHale on

While corporate stock buybacks, as well as dividend payments, are receiving significant scrutiny in the face of the coronavirus pandemic as companies look to preserve cash, the same is not currently true for stock purchases...more

International Lawyers Network

Establishing A Business Entity In Australia

1. Types of business entities - 1.1 Types of entities available through which to conduct business - The following entities are recognized as business structures to conduct business under Australian law: Sole trader -...more

Proskauer - Corporate Defense and Disputes

SEC and DOJ Charge Board Member with Trading on Inside Information . . . During a Board Meeting

On Friday, the SEC filed a complaint against James C. Cope, a former member of the Executive Committee of Pinnacle Financial Partners’ (“PFP”) board of directors, alleging that he engaged in insider trading. The same day,...more

Latham & Watkins LLP

Desktop Reference Guide: Summary of Section 16 Rules

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This is a summary only. Due to the complexity of Section 16, please consult with us regarding the application of Section 16 to your particular circumstances. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Regulatory Update - June 2015

This Hong Kong regulatory update is intended to provide a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock...more

Morrison & Foerster LLP

SEC Charges Directors, Officers and Major Investors for Failing to Update Disclosures Prior to Announcements of Going Private...

On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more

K&L Gates LLP

SEC Charges Corporate Insiders and Public Companies with Violations of Section 16 and Section 13 Reporting Obligations

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In an enforcement sweep recently brought by the U.S. Securities and Exchange Commission (“SEC”), 28 officers, directors and major shareholders were charged with violations of the reporting requirements relating to equity...more

Morrison & Foerster LLP

SEC Charges Issuers, Corporate Insiders, and Other Significant Investors for Violating Laws Requiring Reporting of Transactions in...

On September 10, 2014, the U.S. Securities and Exchange Commission announced settlements with officers, directors, and significant shareholders for violating federal securities laws requiring information about their...more

Wilson Sonsini Goodrich & Rosati

SEC Announces Enforcement Initiative for Delinquent Securities Holding and Trading Reporting by Corporate Insiders and Public...

On September 10, 2014, the Securities and Exchange Commission (SEC) announced charges against 13 officers or directors and 15 major shareholders of publicly traded companies for violating Section 16(a), Section 13(d), and/or...more

Mintz - Securities & Capital Markets...

What Are the Regulators Thinking?

Recently the New England Chapter of the National Association of Corporate Directors presented a distinguished panel of current and former securities regulators discussing enforcement and governance issues facing boards of...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume IX, Issue 3

In this issue: - CFTC Issues No-Action Relief to FCMs Relating to Enhanced Customer Protection Rules - Eleventh Circuit Upholds Directors’ Affirmative Defenses Based on FDIC’s Post-Receivership Conduct -...more

Saul Ewing LLP

White Collar Watch - September 2013

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Contents - FDIC filing more suits against officers and directors of failed financial institutions - Third Circuit upholds 12-year prison sentence for former BigLaw associate - Health care executives...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside The Courts - August 2013 | Volume 5 | Issue 3

In This Issue: - AUDITOR LIABILITY: Sec. & Exch. Comm’n v. Deloitte Touche Tohmatsu CPA Ltd., No. 11-mc-512 (D.D.C. Apr. 22, 2013) - CONFIDENTIAL WITNESSES: Fort Worth Emps. Ret. Fund v. J.P. Morgan Chase & Co.,...more

Wilson Sonsini Goodrich & Rosati

The Latest on Insider Trading: Directors and Executives Face Heightened Scrutiny Associated with Stock Trades Even under Rule...

The aggressive use (or misuse) of Rule 10b5-1 trading plans is likely to become a significant area of focus for regulatory enforcement and securities class action plaintiffs. The floodlights now aimed at such plans are the...more

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