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 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.
- Previous Rule 10b5-1 framework: potentially abusive trading practices
- Rule 10b5-1 amendments
- Limitation to one plan, cooling-off period after adoption
- Certifications as to good faith adoption of plan, material non-public information
- Actions that violate the good faith requirement
- Actions companies should take to comply with the new rules
- Review and amendment of existing policies and plans
- Considerations in designing and implementing new plans
- Rule 10b5-1 plan and insider trading policy reporting requirements and procedures
- New Section 16 reporting requirements for 10b5-1 plan transactions and gifts
- 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?
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
Ms. Bruno’s practice involves helping clients create, implement and administer equity and executive compensation arrangements and programs, including equity plans, phantom equity arrangements, incentive plans, deferred compensation plans, change-in-control arrangements, and severance and employment agreements. Ms. Bruno advises and represents a broad range of public and private companies, boards of directors and compensation committees in these matters. She also assists executives with negotiation of their compensation packages, and works closely with senior executives and founders to implement 10b5-1 plans and complex diversification strategies. Additionally, Ms. Bruno has played a significant role in many public offerings, SPAC transactions and merger and acquisition transactions. On the corporate side of her practice, Ms. Bruno leverages her broad-ranging experience to counsel clients on the intricacies of federal securities laws. She advises public companies and registrants in preparing required disclosure filings and shareholder materials, and helps companies develop ESG strategies, consider disclosure requirements of director and executive compensation, understand cybersecurity issues, and address institutional investors and proxy advisory firm considerations. In addition, Ms. Bruno assists companies in implementing and administering a range of policies to address governance obligations, including insider trading, anti-hedging and claw back policies.Close
Jay A. Dubow
Partner; Co-Leader Securities Investigations + Enforcement Practice Group
Mr. Dubow focuses his practice on complex business litigation, with a special emphasis on defending against shareholder... | Read More
Mr. Dubow focuses his practice on complex business litigation, with a special emphasis on defending against shareholder derivative and securities class action litigation. He also represents clients involved in investigations by the SEC, the Pennsylvania Department of Banking and Securities, and various self-regulatory organizations, including FINRA. Mr. Dubow also conducts internal investigations on behalf of clients. Such investigations have included allegations involving the FCPA, whistleblower claims, financial fraud, and civil and criminal violations of various federal and state laws. Mr. Dubow previously worked at a public credit card company as senior vice president, general counsel, and chief administrative officer. He began his career as a staff attorney and then branch chief in the Division of Enforcement of the SEC in Washington, D.C. Mr. Dubow is a leader in the ABA’s Business Law Section and currently serves as vice chair of the Business and Corporate Litigation Committee and vice chair of the Criminal and Enforcement Litigation Subcommittee. He is on the editorial board of The Business Lawyer, the law review of the Section of Business Law of the ABA.Close
Mr. Goldberg has extensive experience advising companies on all aspects of their compliance with U.S. securities laws... | Read More
Mr. Goldberg has extensive experience advising companies on all aspects of their compliance with U.S. securities laws and the listing requirements of the major U.S. exchanges, particularly in connection with and following their initial public offerings. He regularly counsels management, boards of directors and board committees on a wide range of matters, including SEC and stock exchange reporting and disclosure requirements, board and executive compensation, corporate governance, shareholder proposals, the impact of proxy advisory services, and responses to formal and informal SEC inquiries. His practice also involves advising companies on a range of matters relating to corporate aircraft and private plane use.Close