1-Hour Program

See Credit Details Below


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




John R. Ablan

Mayer Brown LLP


Lawrence A. Cunningham

Mayer Brown LLP



Credit Details

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