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Securities and Exchange Commission (SEC) Publicly-Traded Companies 10b5-1 Plans

Lowenstein Sandler LLP

United States Department of Justice Obtains First Insider Trading Conviction Based Exclusively on the Use of a Trading Plan and...

Lowenstein Sandler LLP on

A federal jury in Los Angeles recently convicted the former CEO of Ontrak Inc. (a publicly traded company), Terren Peizer, for engaging in an insider trading scheme using Rule 10b5-1 trading plans. The insider trading...more

White & Case LLP

“Novel” or Not: the SEC and DOJ’s Expansion of Insider Trading to “Shadow Trading” and 10b5-1 Plans Survive Their Days in Court

White & Case LLP on

On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more

Dorsey & Whitney LLP

Fifth Circuit Vacates SEC Rules for Share Repurchase Disclosure

Dorsey & Whitney LLP on

We had previously reported that beginning with the next annual report on Form 10-K, most US-listed issuers would be required to make more extensive disclosures on their share repurchase programs and insider transactions...more

Mintz - Privacy & Cybersecurity Viewpoints

Preparation for 2023 Fiscal Year-End SEC Filings and 2024 Annual Shareholder Meetings

A number of significant regulatory, legal, market, and ESG-related developments and issues will affect how public companies approach the upcoming year-end reporting process. As in past years, Mintz has prepared an in-depth...more

Perkins Coie

Preparing for the 2024 Public Company Reporting Season

Perkins Coie on

In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more

Holland & Knight LLP

Called to Account: SEC's Latest Internal Accounting Controls Action Reignites Debate

Holland & Knight LLP on

Several years ago, the U.S. Securities and Exchange Commission (SEC) issued an order against a public company that raised more than a few eyebrows. In that order, the company settled to violations of Section 13(b)(2)(B) of...more

Keating Muething & Klekamp PLL

Securities Snapshot: 3rd Quarter 2023 - What You Need to Know About The SEC's Latest Rulemaking

The weather may be cooling down, but the Securities and Exchange Commission (“SEC”) did not cool down its pace of rulemaking during the third quarter of 2023. The SEC adopted its highly anticipated cybersecurity disclosure...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues Guidance on Recent Rule 10b5-1 Amendments and Related Disclosure Requirements

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

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues New CDIs on Rule 10b5-1 Plans and Related Disclosures

On August 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued five new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 trading arrangements. Three...more

Eversheds Sutherland (US) LLP

SEC adopts rules to expand, modernize share repurchase disclosure

On May 3, 2023, the US Securities and Exchange Commission (the SEC) released final rules requiring enhanced disclosure relating to issuers' repurchases of their securities and executives’ trading thereof (the Repurchase...more

Troutman Pepper

New Disclosure Requirements for Public REITs' Share Repurchases

Troutman Pepper on

On May 3, the Securities and Exchange Commission (SEC) adopted final amendments that call for certain quantitative and qualitative disclosure requirements with respect to repurchases of an issuer’s equity securities that are...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues Three New CDIs on Rule 10b5-1 Amendments and Related Disclosure Requirements

On May 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued three new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 and related disclosure...more

WilmerHale

Preparing for New Issuer Repurchase Disclosures

WilmerHale on

In May 2023, the Securities and Exchange Commission (SEC) amended its rules to significantly increase the disclosures public companies must make about repurchases of their equity securities. The recent amendments are the...more

A&O Shearman

New Stock Buyback Disclosure Requirements

A&O Shearman on

On May 3, 2023, the SEC adopted new disclosure requirements for stock buybacks, including disclosure of daily share repurchase activity on a quarterly basis. These quarterly reports of daily share repurchase activity will be...more

Kramer Levin Naftalis & Frankel LLP

SEC Amends Share Repurchase Disclosure Rules

On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities...more

Polsinelli

The SEC's New Disclosure Requirements for Share Repurchases

Polsinelli on

On May 3, 2023, the Securities and Exchange Commission (the “SEC”) adopted new rules and related amendments regarding disclosure of share repurchase programs by corporate issuers and their affiliated purchasers. These...more

Davis Wright Tremaine LLP

SEC Adopts Proposals to Enhance Share Repurchase Disclosures and Private Fund Reporting

On May 3, 2023, the Commission announced that it adopted amendments to two rules enhancing disclosure requirements for share repurchases and private fund reporting. First, the Commission adopted amendments to the rules on...more

Mayer Brown Free Writings + Perspectives

SEC Adopts New Share Repurchase Disclosure Rules

Executive Summary - On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”)1 to its existing rules (the “Existing Rules”) regarding disclosures...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Final Amendments Related to Share Repurchases

The SEC has adopted final amendments requiring disclosures related to issuers’ share repurchases. The amendments will require domestic issuers to...more

Wilson Sonsini Goodrich & Rosati

Reminder: Tracking Rule 10b5-1 Plans and Disclosure Timing

In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act). These amendments added new conditions to the availability of the...more

Perkins Coie

DOJ Brings First Criminal Charges Stemming From Use of Rule 10b5-1 Trading Plan

Perkins Coie on

On March 1, 2023, the U.S. Department of Justice (DOJ) unsealed an indictment against the CEO of a publicly traded healthcare company (the Executive) relating to charges of an insider trading scheme. The indictment represents...more

McDermott Will & Emery

DOJ and SEC Charge Healthcare Executive for Insider Trading Scheme

On March 1, 2023, the US Department of Justice (DOJ) and the US Securities and Exchange Commission (SEC) charged a healthcare executive with insider trading based on material, non-public negative information known to the...more

Seward & Kissel LLP

CEO of Publicly Traded Health Care Company Charged with Insider Trading For Misusing Rule 10b5-1 Trading Plans

Seward & Kissel LLP on

On March 1, 2023, the U.S. Department of Justice (“DOJ”) unsealed an indictment charging Terren S. Peizer, the CEO and Chairman of the Board of Directors of Ontrak Inc., a publicly traded health care company, with engaging in...more

Mayer Brown Free Writings + Perspectives

Insider Trading Rule Amendments Now in Effect

Amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 are effective as of February 27, 2023. Unanimously adopted by the US Securities and Exchange Commission (SEC) December of last year, the Rule 10b5-1...more

BCLP

Gifts reportable on Form 4s starting February 27 and other deadlines for insiders and corporate secretaries

BCLP on

New deadlines and obligations for insiders and corporate secretaries are coming up as result of rule changes, including the following: February 27, 2023 - Form 4 reporting for gifts - February 27, 2023 is the...more

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