SEC Amendments to Rule 10b5-1 and Related Disclosure Requirements
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 10b5-1 provides an affirmative defense to insider trading liability under Section 10(b) of the Exchange Act and Rule 10b-5 subject to certain conditions. The final amendments, which are the first since the rule’s adoption in 2000, represent a significant change for issuers, directors, officers, and other security holders. During this session hosted by the Practising Law Institute, Lawrence Cunningham, founder of Quality Shareholders Group, and Mayer Brown partner, John Ablan, will address:
- An overview of Rule 10b5-1 and the affirmative defense and conditions
- Concerns which prompted the amendments
- The cooling off period requirement for directors, officers, and other parties
- Additional representations and the good-faith requirement
- Limitations on trading plans
- Issuer disclosure requirements and issuer policies and procedures
- Beneficial ownership reporting
For more information, please visit the event website.
