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. Any person or entity executing pre‐planned transactions pursuant to a Rule 10b5‐1 plan that was established in good faith at a time when that person or entity was
Navigating the Updated SEC Rules for 10b5-1 Plans
On November 13, 2024, during the Practicing Law Institute’s 56th Annual Institute on Securities Regulation, a panel of experts discussed recent disclosure developments for public companies. The main topics of discussion included Insider Trading Policies and 10b5-1 Plans, Non-GAAP Measures, Cybersecurity, and ESG.
Navigating the Updated SEC Rules for 10b5-1 Plans
The SEC’s recent
Intelligize Webinar: SEC & FASB Developments
- Share Repurchase Disclosure Modernization
- Amendments to Rule 10b5-1:
SEC Posts Rule 10b5-1 Related C&DI’s
On August 25, 2023, the staff of the U.S. Securities and Exchange Commission posted five new compliance and disclosure interpretations (“C&DI’s”). Three of the new C&DIs related to the recent amendments to Rule 10b5-1 and two related to disclosure of insider trading arrangements.
C&DI 120.29 clarified that the filing date of a Form 10-Q or
SEC Releases C&DIs on Compliance with New Insider Trading Disclosures
On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding insider trading arrangements and related disclosures. Specifically, C&DIs 120.26 and 120.27 identify the dates by which companies must first include the new disclosures
Upcoming SEC Open Meeting May 3, 2023
The Securities and Exchange Commission will hold an open meeting on May 3, 2023 at 10 a.m., which will be available to via webcast, the link will be posted shortly before the start of the meeting on the SEC website.
The Division of Corporation Finance will present on share repurchase disclosure modernization. The Commission will
Insider Trading Rule Amendments Now in Effect
- add new conditions to the affirmative defenses to address concerns regarding the use of material nonpublic
MB Microtalk: Amendments to Rule 10b5-1
In this MB Microtalk video, Mayer Brown partner, David Schuette, discusses the recent amendments to Rule 10b5-1, which will become effective on February 27, 2023, and impose additional conditions on the availability of the affirmative defense, changes to section 16 filings and issuer disclosure obligations.
Visit our MB Microtalk page for more topics and
Rule 10b5-1 Amendments: Guidance for Issuers, Insiders, and Financial Intermediaries
January 19, 2023 Webinar
12:00 pm – 1:00 pm ET
Register here.
In December 2022, the Securities and Exchange Commission adopted significant amendments to Rule 10b5-1, which provides, under certain conditions, an affirmative defense to insider trading claims. Issuers and their boards or directors, large stockholders and investment banks that administer trading plans should
SEC Amendments to Rule 10b5-1 and Related Disclosure Requirements
January 11, 2023 Webinar
3:00 pm – 4:00 pm ET
Register here.
The Securities and Exchange Commission recently approved amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). The SEC had proposed extensive amendments in January 2022, which were the subject of significant comments from market participants. Rule