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Corporate Governance and Capital Markets Update

SEC Adopts Significant Changes to Rule 10b5-1 Trading Regime and Related Disclosures

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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.

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