News & Analysis as of

Final Rules 10b5-1 Plans Insider Trading

Dorsey & Whitney LLP

Fifth Circuit Vacates SEC Rules for Share Repurchase Disclosure

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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

Snell & Wilmer

Corporate Communicator - 2024 Annual Meeting Season

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Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more

Woodruff Sawyer

Looks Bad, Might Be a Coincidence? Insider Stock Sales, 10b5-1 Trading Plans, and the SEC’s New Rules

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Did senior executives at Silicon Valley Bank sell shares while in possession of material nonpublic information shortly before the demise of the company? If they did, they violated the federal laws against insider trading....more

Jones & Keller, P.C.

SEC Adopts Restrictive Amendments to Rule 10b5-1

Jones & Keller, P.C. on

The SEC adopted final rules imposing new conditions and disclosure requirements on Rule 10b5-1 trading plans, increasing transparency into inside trading plans and related disclosures by SEC registrants....more

Blank Rome LLP

Regulatory Update and Recent SEC Actions - January 2023

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REGULATORY UPDATES - Recent SEC Leadership Changes - The Securities and Exchange Commission (the “SEC”) announced that Megan Barbero, currently SEC Principal Deputy General Counsel, will be appointed General Counsel,...more

Sheppard Mullin Richter & Hampton LLP

SEC Adopts Amendments Regarding Insider Trading Plans and Related Disclosures

On December 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments to modernize Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and add new disclosure...more

Troutman Pepper

SEC Adopts Final Rule Amendments for Rule 10b5-1 Trading Plans and Creates New Disclosure Requirements

Troutman Pepper on

Overview On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments and certain enhanced disclosure requirements related to Rule 10b5-1 trading plans. The new amendments include...more

Pillsbury Winthrop Shaw Pittman LLP

SEC’s Heightened Scrutiny of Rule 10b5-1 Plans and Final Rulemaking Focus Is on Insiders Rather than Issuers

The SEC seeks to regulate trading through internal compliance processes. The SEC settled insider trading charges in relation to misuse of a Rule 10b5-1 plan established in the name of a British Virgin Islands entity owned...more

Manatt, Phelps & Phillips, LLP

SEC Adopts Final Amendments to Rule 10b5-1 Plans; Expands Related Disclosure Requirements

On December 14, 2022, in its final meeting of the year, the Securities and Exchange Commission adopted final rules relating to Rule 10b5-1 trading plans....more

Katten Muchin Rosenman LLP

SEC Adopts Amendments to Rule 10b5-1 Plan Requirements and Increases Disclosure Requirements Regarding Insider Trading Policies

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

Mintz - Securities & Capital Markets...

SEC Adopts Amendments to Rule 10b5-1 Insider Trading Arrangements

On December 14, 2022, the Securities and Exchange Commission adopted final rules amending Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to impose new conditions to the availability of the Rule 10b5-1...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets - 2022 Capital Markets and Corporate Governance Regulatory Review

To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more

Cooley LLP

Filling the Gaps: SEC Adopts Final Rules on 10b5-1 Trading Plans and Related Disclosures

Cooley LLP on

The Securities and Exchange Commission adopted final rules that impose new conditions on the availability of the Rule 10b5-1 affirmative defense to insider trading and require enhanced disclosures regarding the adoption,...more

Foley & Lardner LLP

SEC Adopts Final Rules Regarding 10b5-1 Trading Plans and Disclosure of Insider Trading Policies and Related Matters

Foley & Lardner LLP on

On December 14, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules (1) adding new conditions applicable to Rule 10b5-1 trading plans, (2) requiring disclosure of insider trading policies and...more

Goodwin

SEC Adopts Amendments to Rules Governing Rule 10b5-1 Trading Plans

Goodwin on

On December 14, 2022, the Securities and Exchange Commission unanimously adopted final rules relating to Rule 10b5-1 plans. Properly structured, a Rule 10b5-1 plan provides an affirmative defense to Rule 10b-5 liability for...more

BCLP

SEC adopts big changes to Rule 10b5-1 plan requirements; reaffirms warning about “insider gifting”

BCLP on

On December 14, 2022, the SEC unanimously adopted significant changes to the requirements for Rule 10b5-1 trading plans, one day shy of the anniversary of its proposals, including...more

Cooley LLP

Public Companies Update – October One-Minute Reads

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SEC charges executives with insider trading despite purported 10b5-1 plan - On September 21, 2022, the Securities and Exchange Commission announced insider trading charges against both the CEO and the former president of...more

Goodwin

SEC Proposes New Round of Money Market Fund Reforms

Goodwin on

In This Issue. The U.S. Securities and Exchange Commission (SEC) voted to propose money market fund reforms; the SEC also proposed amendments to Rule 10b5-1 trading plans and to modernize and improve share repurchase...more

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