On April 25, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 by issuing two new CDIs,...more
On August 25, 2023, the staff of the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued guidance to address certain open questions on the amendments to Rule 10b5-1 and related disclosure...more
On December 14, the Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 and related regulations governing "10b5-1 Plans." 10b5-1 Plans enable (1) public company insiders to sell their...more
A recent SEC order found that two executives of Cheetah Mobile Inc. engaged in illegal insider trading when selling shares under a purported 10b5-1 trading plan. The SEC found that they established the plan after learning of...more
In light of the recent increased volatility in the global financial markets, a number of companies have raised questions regarding the desirability of repurchasing shares at reduced market prices. This alert addresses...more
Overview - On December 15, 2021, the SEC proposed amendments to Rule 10b5-1 and certain other provisions of the securities laws to attempt to mend what Chair Gary Gensler previously referred to as “cracks” in the insider...more
On December 15, the SEC proposed rules to address two stated priorities for the agency under Chair Gary Gensler: modernizing disclosure of share repurchases and curbing perceived abuses around Rule 10b5-1 and insider trading....more
On December 15, 2021, the U.S. Securities and Exchange Commission issued a proposal (the Rule 10b5-1 proposal) that would amend Rule 10b5-1 of the Securities Exchange Act of 1934 (Exchange Act), and require, among other...more
On June 7, 2021, U.S. Securities and Exchange Commission Chair Gary Gensler announced at the CFO Network Summit that he has asked his staff to make recommendations for the Commission’s consideration on how it might “freshen...more
Insider trading allegations have surfaced at Equifax, a credit rating agency that last week announced a data breach that could potentially affect 143 million consumers in the United States, nearly half of the country’s...more
Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 prohibit the employment of manipulative and deceptive devices in connection with the purchase or sale of securities, including transacting in securities “on...more