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Designing Rule 10b5-1 Trading Plans Under New SEC Rules: Preserving the Affirmative Defense

Share Repurchase and Trading Restrictions, Director and Officer Certifications, Form SR Disclosures

Note: CPE credit is not offered on this program

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, April 4, 2023

Recorded event now available

or call 1-800-926-7926

This CLE webinar will examine the SEC's recently adopted amendments relating to Rule 10b5-1 trading plans. The panel will discuss the new disclosure requirements, the controls and processes that companies should consider in order to conform with the new rules, and the potential liability of companies and their officers and directors for failing to comply.


On Dec. 14, 2022, the SEC adopted amendments to Rule 10b5-1 that significantly change the requirements for Rule 10b5-1 trading plans. The changes became effective on Feb. 27, 2023.

The Rule 10b5-1 amendments now require a minimum cooling-off period between plan adoption and when trading commences, and place restrictions on single-trade and overlapping plans. The proposed rules also include various new disclosure requirements, including disclosure of the issuer's insider trading policies and procedures, the adoption and termination (including modification) of Rule 10b5-1 trading plans and certain other trading arrangements by directors and officers, and disclosure regarding stock option awards made close in time to the issuer's disclosure of material nonpublic information. Public companies will need to review their existing policies and procedures and take appropriate steps now to conform new trading plans and plan amendments to the new requirements.

Listen as our authoritative panel analyzes the new proposed rules regarding 10b5-1 trading plans and share repurchases and practical steps companies can take now to comply.



  1. Previous Rule 10b5-1 framework: potentially abusive trading practices
  2. Rule 10b5-1 amendments
    1. Limitation to one plan, cooling-off period after adoption
    2. Certifications as to good faith adoption of plan, material non-public information
    3. Actions that violate the good faith requirement
  3. Actions companies should take to comply with the new rules
    1. Review and amendment of existing policies and plans
    2. Considerations in designing and implementing new plans
    3. Rule 10b5-1 plan and insider trading policy reporting requirements and procedures
    4. New Section 16 reporting requirements for 10b5-1 plan transactions and gifts
  4. New narrative and tabular disclosure regarding options granted close in time to the release of material non-public information


The panel will review these and other relevant issues:

  • What are the potential trading abuses that the 10b5-1 amendments are meant to address?
  • How will the new rules affect the ability of officers and directors and other company personnel to purchase or sell company shares under a 10b5-1 trading plan?
  • What actions should companies take now to comply with the new regulations?


Bruno, Anne
Anne L. Bruno

Mintz Levin Cohn Ferris Glovsky and Popeo

Ms. Bruno’s practice involves helping clients create, implement and administer equity and executive compensation...  |  Read More

Dubow, Jay
Jay A. Dubow

Partner; Co-Leader Securities Investigations + Enforcement Practice Group
Troutman Pepper

Mr. Dubow focuses his practice on complex business litigation, with a special emphasis on defending against shareholder...  |  Read More

Goldberg, Brad
Brad Goldberg


Mr. Goldberg has extensive experience advising companies on all aspects of their compliance with U.S. securities laws...  |  Read More

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