News & Analysis as of

Cooling-Off Rule Corporate Governance

McGlinchey Stafford

Former CEO Sentenced in Historic Insider Trading Case Under Rule 10b5-1

McGlinchey Stafford on

On June 23, 2025, U.S. District Judge Dale S. Fischer of the Central District of California sentenced a former Chairman and CEO of a behavioral healthcare company to 42 months in federal prison. This conviction represents the...more

Latham & Watkins LLP

Amended Rule 10b5-1 and New Insider Trading Disclosure: Frequently Asked Questions

Latham & Watkins LLP on

Key Points - ..The SEC’s amendments to Rule 10b5-1 and new rules mandating insider trading disclosures take effect at the end of next month. ..The changes raise significant interpretive issues, including ambiguities...more

Cadwalader, Wickersham & Taft LLP

In Depth: SEC Adopts Tougher Trading Rules for Corporate Insiders

On January 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed several rule and form amendments to address potentially abusive practices relating to the use of Rule 10b5-1 plans, grants of options and other...more

Sheppard Mullin Richter & Hampton LLP

SEC Adopts Amendments Regarding Insider Trading Plans and Related Disclosures

On December 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments to modernize Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and add new disclosure...more

Miller Nash LLP

SEC Rule Amendments on Insider Trading Arrangements

Miller Nash LLP on

The Securities and Exchange Commission (SEC) held an open meeting on December 14, 2022, in part, to consider amendments to Rule 10b5-1 and related disclosure rules, including Rule 10b5-1 trading plans, insider trading...more

Paul Hastings LLP

SEC Adopts Amendments Revamping Rule 10b5-1 Trading Regime and Mandating Related Disclosures

Paul Hastings LLP on

On December 14, 2022, the Securities and Exchange Commission (the “Commission”) adopted amendments bolstering the conditions to be met in order for a person to rely on the affirmative defense from insider trading available...more

Hogan Lovells

SEC adopts major Rule 10b5-1 amendments and disclosure requirements relating to securities transactions

Hogan Lovells on

On December 14, the SEC adopted long-awaited amendments to Rule 10b5-1 under the Exchange Act that add new conditions for a trading arrangement to qualify for the rule’s affirmative defense against Rule 10b-5 liability for...more

Akin Gump Strauss Hauer & Feld LLP

SEC Rule 10b5-1 Amendments Provide New Perspective on Insider Purchases and Sales

The Securities and Exchange Commission adopted rules on December 14, 2022 that will require...more

BakerHostetler

SEC Amends Rule 10b5-1 Trading Arrangement Conditions and Disclosure Requirements for Issuers and Section 16 Reporting Persons to...

BakerHostetler on

On Dec. 14, 2022, the SEC voted to adopt amendments to Rule 10b5-1 and to enhance disclosure requirements, in an attempt to establish meaningful guardrails around the use of Rule 10b5-1 trading plans and strengthen...more

Goodwin

SEC Adopts Amendments to Rules Governing Rule 10b5-1 Trading Plans

Goodwin on

On December 14, 2022, the Securities and Exchange Commission unanimously adopted final rules relating to Rule 10b5-1 plans. Properly structured, a Rule 10b5-1 plan provides an affirmative defense to Rule 10b-5 liability for...more

BCLP

SEC adopts big changes to Rule 10b5-1 plan requirements; reaffirms warning about “insider gifting”

BCLP on

On December 14, 2022, the SEC unanimously adopted significant changes to the requirements for Rule 10b5-1 trading plans, one day shy of the anniversary of its proposals, including...more

Nelson Mullins Riley & Scarborough LLP

Rule 10b5-1 Amendments Adopted by the SEC

The SEC has unanimously adopted amendments to Rule 10b5-1, stemming from rules originally proposed in January 2022. The amendments include, among other things, new conditions to the availability of the 10b5-1 affirmative...more

Morrison & Foerster LLP

U.S. SEC Proposes Amendments Regarding Rule 10b5-1 Plans and Related Disclosures

Morrison & Foerster LLP on

On December 15, 2021, the U.S. Securities and Exchange Commission (the SEC) proposed amendments to the affirmative defense in Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and...more

Stinson - Corporate & Securities Law Blog

Gensler Hints at Proposed Changes to Rule 10b5-1

In public remarks SEC Gary Gensler hinted at the following changes to Rule 10b5-1: - When insiders or companies adopt 10b5-1 plans, there’s currently no cooling off period required before they make their first trade....more

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