Securities Exchange Act, Disclosure Requirements, Insider Trading

SEC Reporting Obligations Under Section 13 and Section 16 of the Exchange Act - UPDATED February 2025

Paul Hastings LLP on 2/11/2025

This legal update summarizes (a) the reporting requirements under Section 13(d), (f), (g) and (h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are generally applicable to persons that own or...more

What’s the Deal? - Rule 10b5-1 Plans

Mayer Brown Free Writings + Perspectives on 1/15/2025

Here’s the deal: • A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more

Current Developments in SEC Enforcement for Public Companies 2024

Morgan Lewis on 3/22/2024

The US Securities and Exchange Commission (SEC) continued its significant focus on public companies in 2023 with its enforcement and rulemaking programs, and this heightened level of attention will continue throughout 2024....more

Nutter Securities Enforcement Update: January 1, 2024

Nutter McClennen & Fish LLP on 1/17/2024

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more

New SEC C&DIs Relating to Rule 10b5-1 Amendments

Akin Gump Strauss Hauer & Feld LLP on 6/1/2023

As discussed in our prior publication (found here), the Securities and Exchange Commission (SEC) adopted amendments on December 14, 2022, regarding Rule 10b5-1 insider trading plans and related disclosures. On May 25, 2023,...more

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

Wilson Sonsini Goodrich & Rosati on 4/27/2023

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

Considerations for Company Insiders When Contemplating Pledging Shares

Orrick, Herrington & Sutcliffe LLP on 1/19/2023

For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...more

SEC Issues Final Rules on Rule 10b5-1 and Insider Reporting Changes

Kelley Drye & Warren LLP on 1/13/2023

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

SEC Amendments to Rule 10b5-1

Stinson LLP on 1/5/2023

On December 14th, 2022, the U.S. Securities and Exchange Commission (SEC) adopted a series of amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. In sum, the amendments accomplish the following...more

SEC amends Rule 10b5-1 and revamps affirmative defense to insider trading charges

Eversheds Sutherland (US) LLP on 1/5/2023

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

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

Cooley LLP on 1/3/2023

[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

Getting Ready for Amended Rule 10b5-1 and Other New SEC Requirements Relating to Insider Trading

WilmerHale on 12/30/2022

In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more

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

Ballard Spahr LLP on 12/29/2022

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

Buyer (and Seller) Beware: SEC Adopts Final Rules on 10b5-1 Trading Plans

Cooley LLP on 12/28/2022

The Securities and Exchange Commission has long focused on pursuing potential insider trading violations, and its recent enforcement efforts serve as a stark reminder that the Commission has made insider trading cases a...more

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

Paul Hastings LLP on 12/26/2022

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

SEC Adopts Significant Changes to Rule 10b5-1 Affecting Trading by Insiders

Morgan Lewis on 12/23/2022

The US Securities and Exchange Commission (SEC) on December 14, 2022, finalized amendments to Rule 10b5-1 that will both amend the Rule 10b5-1(c)(1) affirmative defense to insider trading liability and create new disclosure...more

A Closer Look at the Rule 10b5-1 Amendments Adopted by the SEC

Holland & Knight LLP on 12/23/2022

The U.S. Securities and Exchange Commission (SEC), in a rare unanimous vote, adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements to enhance investor...more

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

Hogan Lovells on 12/22/2022

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

SEC Adopts New Rule 10B-5 Insider Trading Requirements

Womble Bond Dickinson on 12/22/2022

On December 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted new rules (i) implementing additional conditions for insiders to rely on the affirmative defense for Rule 10b5-1 trading plans (“10b5-1 plans”)...more

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

Dorsey & Whitney LLP on 12/22/2022

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

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

BakerHostetler on 12/20/2022

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

Securities Exchange Act › Disclosure Requirements › Insider Trading