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Securities Exchange Act › Corporate Governance › Insider Trading

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
McGlinchey Stafford

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

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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

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: 2024 Fourth Quarterly Review

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The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

Mayer Brown Free Writings + Perspectives

What’s the Deal? - Rule 10b5-1 Plans

Mayer Brown Free Writings + Perspectives on

Here’s the deal: • A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: March 1, 2023

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The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: April 1, 2023

Nutter McClennen & Fish LLP on

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: May 1, 2023

Nutter McClennen & Fish LLP on

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: July 1, 2023

Nutter McClennen & Fish LLP on

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more

Akin Gump Strauss Hauer & Feld LLP

New SEC C&DIs Relating to Rule 10b5-1 Amendments

Akin Gump Strauss Hauer & Feld LLP on

As discussed in our prior publication (found here), the Securities and Exchange Commission (SEC) adopted amendments on December 14, 2022, regarding Rule 10b5-1 insider trading plans and related disclosures. On May 25, 2023,...more

Stinson LLP

SEC Amendments to Rule 10b5-1

Stinson LLP on

On December 14th, 2022, the U.S. Securities and Exchange Commission (SEC) adopted a series of amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. In sum, the amendments accomplish the following...more

Cooley LLP

SEC adopts new rules on 10b5-1 plans [UPDATED]

Cooley LLP on

[This post revises and updates my earlier post primarily to provide a more detailed discussion of the contents of the adopting release.] - At an open meeting in December last year—happy new year!—the SEC voted to adopt...more

WilmerHale

Getting Ready for Amended Rule 10b5-1 and Other New SEC Requirements Relating to Insider Trading

WilmerHale on

In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...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

Morgan Lewis

SEC Adopts Significant Changes to Rule 10b5-1 Affecting Trading by Insiders

Morgan Lewis on

The US Securities and Exchange Commission (SEC) on December 14, 2022, finalized amendments to Rule 10b5-1 that will both amend the Rule 10b5-1(c)(1) affirmative defense to insider trading liability and create new disclosure...more

Holland & Knight LLP

A Closer Look at the Rule 10b5-1 Amendments Adopted by the SEC

Holland & Knight LLP on

The U.S. Securities and Exchange Commission (SEC), in a rare unanimous vote, adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements to enhance investor...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

Womble Bond Dickinson

SEC Adopts New Rule 10B-5 Insider Trading Requirements

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On December 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted new rules (i) implementing additional conditions for insiders to rely on the affirmative defense for Rule 10b5-1 trading plans (“10b5-1 plans”)...more

Dorsey & Whitney LLP

SEC Amends Insider Trading Safe Harbor and Requires New Disclosures to Address Insider Trading Risks

Dorsey & Whitney LLP on

On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, the safe harbor that allows directors, executive officers and others, including issuers, to engage in securities transactions while in possession of...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

Holland & Knight LLP

Winter Brings Latest Flurry of SEC Rulemaking

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We here at SECond Opinions pride ourselves on staying current on all things SEC. But how about when in a single day, the SEC finalizes one rule and proposes four others (totaling 1,656 pages!) that could drastically change...more

Latham & Watkins LLP

SEC Proposes Stricter Requirements for the Rule 10b5-1 Affirmative Defense

Latham & Watkins LLP on

The Proposal would have a significant impact on current practices surrounding the use of Rule 10b5-1 plans by public companies and insiders. On December 15, 2021, the Securities and Exchange Commission (SEC) issued a set...more

Hogan Lovells

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

Hogan Lovells on

On December 15, 2021 the SEC unveiled its long-awaited proposal to amend the requirements for securities trading arrangements adopted in reliance on Rule 10b5-1 under the Exchange Act. The proposed amendments would add new...more

Katten Muchin Rosenman LLP

SEC Proposes Amendments to Rule 10b5-1 Plans and Increased Disclosure About Insider Trading Policies

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Major changes may be on the horizon for "Rule 10b5-1" plans, which allow company insiders to sell their company's stock (often an important piece of an employee's compensation package) or (2) an issuer to repurchase its...more

WilmerHale

SEC Insider Trading Enforcement Highlights from 2021

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The Securities and Exchange Commission’s (SEC or Commission) actions in 2021 demonstrate that insider trading remains a key enforcement priority. While the absolute number of insider trading enforcement actions brought by the...more

BCLP

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

BCLP on

On December 15, 2021, the SEC proposed significant changes to the requirements for Rule 10b5-1 trading plans.  The SEC attributed the proposals to concerns expressed by courts, commentators and members of Congress that...more

Morrison & Foerster LLP

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

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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

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