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.  The SEC had proposed extensive amendments in January 2022, which were the subject of significant comment 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 securityholders.  During this session, the speakers will address the following:

• An overview of Rule 10b5-1 and the affirmative defense and conditions (6 minutes)
• The concerns that prompted the amendments (6 minutes)
• The cooling off period requirement for directors, officers and other parties (10 minutes)
• The additional representations and the good faith requirement (8 minutes)
• Limitations on trading plans (10 minutes)
• Issuer disclosure requirements and issuer policies and procedures (12 minutes)
• Beneficial ownership reporting (8 minutes)

Who Should Attend:  In-house counsel, outside attorneys, litigators, compliance, finance, and other allied professionals interested in securities transactions and the recently approved amendments to Rule 10b5-1

Program Level: Update

Prerequisites: None

Advanced Preparation: None

Faculty:

John R. Ablan

Mayer Brown LLP

Lawrence A. Cunningham

Mayer Brown LLP