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SEC adopts major Rule 10b5-1 amendments and disclosure requirements relating to securities transactions
SEC Update
22 December 2022
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 insider trading.
As part of its larger project to curb unlawful insider trading, the SEC also adopted new requirements under which issuers will be required to disclose information about directors’ and officers’ trading arrangements, issuers’ insider trading policies and procedures, and option grants made close in time to the issuer’s disclosure of material nonpublic information. In addition, the SEC amended Forms 4 and 5 filed under Exchange Act Section 16 to require reporting persons to identify transactions intended to comply with Rule 10b5-1, and amended Exchange Act Rule 16a-3 to accelerate the deadline for reporting dispositions of securities by gift.
The SEC’s adopting release (No. 33-11138) describing the rule amendments can be viewed here.
The amended rules will be effective 60 days after publication of the release in the Federal Register. Transition arrangements defer compliance by issuers with the new disclosure requirements and compliance by Section 16 reporting persons with the beneficial ownership report amendments.
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Authored by Alan Dye (co-editor), Richard Parrino (co-editor), John Beckman, Kevin Greenslade, Michael McTiernan, Tiffany Posil, and Abigail Smith.
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