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 use of such plans by insiders, as well as corporate policies, including corporate repurchase plans, Regulation FD policies, and policies relating to the handling of material nonpublic information. 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. Also, despite the pandemic, share repurchase activity has remained high, and that has raised questions.
In the first of a two-part series addressing corporate hygiene, we will address topics relating to share trading and repurchases:
- Rule 10b5-1 best practices;
- Recent studies relating to sales practices;
- Rule 10b-18 programs;
- Accelerated share repurchase plans;
- Announcing repurchase plans;
- Activity by insiders in proximity to corporate repurchases, including controls related to insider trading and blackout conditions; and
- Handling material nonpublic information.
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