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New SEC Rules Regarding 10b5-1 Trading Plans and Share Repurchases

Director and Officer Certifications and Trading Restrictions, Form SR Disclosures

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.
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Conducted on Tuesday, April 19, 2022

Recorded event now available

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This CLE webinar will examine the SEC's recently proposed amendments relating to Rule 10b5-1 trading plans and shareholder repurchase programs. 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. 15, 2021, the SEC proposed amendments relating to Rule 10b5-1 trading plans and share repurchase disclosure rules that could significantly impact the way companies conduct share repurchases and the ability of officers and directors to engage in personal trading of company shares. Companies should formulate internal governance measures that will enable compliance with the new rules.

The proposed 10b5-1 amendments would require a minimum cooling-off period between plan adoption and when trading commences, and that officers and directors must certify that they have no material nonpublic information about the company. The proposed rules would also introduce various new disclosure requirements, including the timing of any awards of options or stock appreciation rights.

The share repurchase rules would require companies to report any repurchases of equity securities on a new Form SR. Additional disclosures regarding the structure of a company's repurchase program and policies and procedures relating to purchases and sales of securities by directors and officers would also be required.

Listen as our authoritative panel analyzes the new proposed rules regarding 10b5-1 trading plans and share repurchases.



  1. Current 10b5-1 and shareholder repurchase 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. Proposed share repurchase disclosure rules
    1. Form SR
    2. Additional disclosures and timing of disclosures
  4. Actions companies should take to comply with the new rules


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 to purchase or sell company shares under a 10b5-1 trading plan?
  • What kinds of additional disclosures are required under the new Form SR?
  • What actions should companies take now to comply with the new regulations?


Kornblau, David
David L. Kornblau


Clients turn to Mr. Kornblau, a member of Denton’s Litigation and Dispute Resolution and White...  |  Read More

Timken, Kevin
Kevin C. Timken

Partner; Co-Leader, Securities & Capital Markets
Michael Best & Friedrich

Mr. Timken has extensive experience in public and private securities offerings, broker-dealer compliance (particularly...  |  Read More

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