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Overview
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