On December 14, 2022, the Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 that significantly alter the rule and add substantial new related disclosure requirements. The amendments:
- Add new conditions to the availability of the Rule 10b5-1(c)(1) affirmative defense from insider trading liability;
- Impose new disclosure requirements regarding officer and director trading plans, insider trading policies and timing of certain stock awards; and
- Amend Forms 4 and 5 to require earlier disclosure of gifts and explicit disclosure of Rule 10b5-1 transactions.
Sidley Austin LLP provides this information as a service to clients and other friends for educational purposes only. It should not be construed or relied on as legal advice or to create a lawyer-client relationship. Readers should not act upon this information without seeking advice from professional advisers.
Attorney Advertising—Sidley Austin LLP, One South Dearborn, Chicago, IL 60603. +1 312 853 7000. Sidley and Sidley Austin refer to Sidley Austin LLP and affiliated partnerships, as explained at www.sidley.com/disclaimer.
© Sidley Austin LLP