Well, What’s the Deal?

We updated our popular series and published a new compendium. It includes brief discussions in plain English on popular financing methodologies, securities law issues, and practice pointers. With over 170 pages of content, the compendium is available online now to print. See also the tab on the left.

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March 7, 2022 Webinar, hosted by PLI
1:00pm – 2:00pm EST
Register here.

This session will provide an overview of the regulatory framework relating to company share buybacks, including the Rule 10b-18 safe harbor. The briefing will also cover the different ways in which companies may choose to structure share repurchases, and the advantages

January 26, 2022 Webinar
12:00pm – 1:00pm EST
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Various academic studies and some well-publicized sales by corporate executives made pursuant to 10b5-1 trading plans have drawn media scrutiny and attention from legislators, prompting calls for the SEC to take a closer look at the area. In addition, issuer share repurchase programs have

On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations for public companies. The proposal would (i) add new conditions to the availability of the affirmative defense to insider trading liability contained in

In their article Insider Giving in Duke Law Journal, S. Burcu Avci, Cindy A. Schipani, H. Nejat Seyhun, and Andrew Verstein, use their dataset to illustrate the scope, strategies, and effects of insider giving.  In this context, insider giving refers to shareholders with inside information and/or the ability to backdate their gifts donating securities to

June 21, 2021 Webinar
1:00pm – 2:00pm EDT
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Under Securities and Exchange Commission Chair Jay Clayton’s leadership, the SEC focused on a number of areas that were collectively termed “good corporate hygiene.” These subsumed policies related to trading in a company’s stock, especially the use of Rule 10b5-1 trading plans and the

Today, the Office of Information and Regulatory Affairs released the Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions, which includes the Securities and Exchange Commission’s rulemaking agenda.

The rulemaking agenda identifies short-term and long-term actions to be taken by the SEC.  There are a number of items that are noted in the final rulemaking

During its meeting on June 10, the Securities and Exchange Commission’s Investor Advisory Committee held a panel discussion regarding 10b5-1 plans, welcoming three market participants and academics.  As we previously blogged, SEC Chair Gary Gensler asked for recommendations for the Commission’s consideration on how to “freshen up Rule 10b5-1.”

Dr. Dan Taylor, Associate

Today, speaking at a conference, Securities and Exchange Commission Chair Gary Gensler shared some thoughts regarding Rule 10b5-1 plans and how the SEC might “freshen up” the rule.  The Chair noted that currently there is no required cooling off period required when an insider establishes a plan and then makes a first trade pursuant to