News & Analysis as of

Material Nonpublic Information Proposed Amendments

Cooley LLP

SEC adopts new rules on 10b5-1 plans [UPDATED]

Cooley LLP on

[This post revises and updates my earlier post primarily to provide a more detailed discussion of the contents of the adopting release.] - At an open meeting in December last year—happy new year!—the SEC voted to adopt...more

Cadwalader, Wickersham & Taft LLP

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

Dorsey & Whitney LLP

SEC Amends Insider Trading Safe Harbor and Requires New Disclosures to Address Insider Trading Risks

Dorsey & Whitney LLP on

On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, the safe harbor that allows directors, executive officers and others, including issuers, to engage in securities transactions while in possession of...more

Akin Gump Strauss Hauer & Feld LLP

New Proposed Rules Affecting 10b5-1 Trading Plans and Share Repurchase Programs

On December 15, 2021, the SEC proposed amendments regarding Rule 10b5-1 trading plans and share repurchase programs. The SEC proposed rules are intended to diminish information asymmetry between public companies and investors...more

Latham & Watkins LLP

SEC Proposes Stricter Requirements for the Rule 10b5-1 Affirmative Defense

Latham & Watkins LLP on

The Proposal would have a significant impact on current practices surrounding the use of Rule 10b5-1 plans by public companies and insiders. On December 15, 2021, the Securities and Exchange Commission (SEC) issued a set...more

WilmerHale

SEC Insider Trading Enforcement Highlights from 2021

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The Securities and Exchange Commission’s (SEC or Commission) actions in 2021 demonstrate that insider trading remains a key enforcement priority. While the absolute number of insider trading enforcement actions brought by the...more

WilmerHale

SEC Announces Proposed Amendments to Rule 10b5-1

WilmerHale on

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

Dorsey & Whitney LLP

SEC Proposes New Amendments to Rule 10b5-1 Trading Plans and Disclosures

Dorsey & Whitney LLP on

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

Mayer Brown Free Writings + Perspectives

SEC Proposes Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability

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

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