On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations for public companies. The amendments (i) add new conditions to the availability of the affirmative defense to insider trading liability contained in Rule
SEC Votes to Adopt Amendments to Rule 10b5-1 and Related Disclosure Amendments
At today’s open meeting, the Securities and Exchange Commission voted to approve amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The SEC had proposed extensive amendments in January 2022, which were the subject of significant comment from market participants. The final amendments take into account some of the commenters’ concerns—in particular by
SEC to Consider Rule 10b5-1 Amendments
The Securities and Exchange Commission announced an open meeting to be held on December 14, 2022 to consider a number of matters, including the final amendments to Rule 10b5-1 under the Securities Exchange Act. Late last year, the Commission proposed amendments to Rule 10b5-1 and related disclosure obligations for public companies (see our alert available
MB Microtalk: Rule 10b5-1 and Share Repurchase Disclosure
In this MB Microtalk video, Mayer Brown counsel, Laura Richman, discusses the US Securities and Exchange Commission’s proposed amendments to Rule 10b5-1 and share repurchase disclosures which could change the way companies conduct buybacks.
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What’s the Deal? The Compendium. (2022 Update)
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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Share Repurchase Programs, Rule 10b-18 and SEC-Proposed Amendments Impacting Buybacks
March 7, 2022 Webinar, hosted by PLI
1:00pm – 2:00pm EST
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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
Rule 10b5-1 and Share Repurchase Disclosures
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
SEC Proposes Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability
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
Insider Giving
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
Good Corporate Hygiene Part 1: Share trading and repurchases
June 21, 2021 Webinar
1:00pm – 2:00pm EDT
Register here.
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