Rule 10b5-1 Amendments: Guidance for Issuers, Insiders, and Financial Intermediaries

In December 2022, the Securities and Exchange Commission adopted significant amendments to Rule 10b5-1, which provides, under certain conditions, an affirmative defense to insider trading claims. Issuers and their boards or directors, large stockholders and investment banks that administer trading plans should prepare now to comply with the amendments. During our session we will discuss:

• Principal changes between the proposed amendments and the final amendments; 
• The required cooling off periods and exceptions; 
• Issuer insider trading policies and filing requirements; 
• Issuer disclosure requirements;
• Other issuer considerations; 
• Compensation committee considerations; 
• Section 16 reporting requirements; 
• Considerations for investment banks; and 
• Effective dates and transition issues.

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