SEC Proposes Significant Amendments Regarding 10b5-1 Trading Plans and Augmented Trading-Related Disclosure Requirements

16 December 2021
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On December 15, 2021, the U.S. Securities and Exchange Commission proposed significant rule amendments that would:
  • Add significant new conditions to the availability of the affirmative defense to insider trading liability for purchases and sales of securities pursuant to trading arrangements that satisfy the requirements of Rule 10b5-1(c)(1) under the Exchange Act
  • Require disclosure regarding: the adoption, modification and termination of Rule 10b5-1 and other trading arrangements by issuers, directors and officers; insider trading policies and procedures of issuers; and the timing of equity compensation awards to named executive officers or directors made in close proximity to the issuer’s release of material, nonpublic information
  • Augment the reporting obligations under Section 16 of the Exchange Act applicable to transactions under Rule 10b5-1 trading arrangements and to gifts