by Alex Bahn, Erika Robinson, and Alan Wilson

From left to right: Alex Bahn, Erika Robinson, and Alan Wilson

In a surprising 5-0 vote, the SEC on December 14, 2022 adopted amendments to Rule 10b5-1, the SEC’s rule governing pre-arranged trading plans, as well as amendments to related disclosure and other rules.  The amendments impose significant restrictions on the adoption and use (from an affirmative defense perspective) of Rule 10b5-1 trading plans by directors, officers, and persons other than issuers.  The amendments also include several new disclosure and reporting requirements.

The SEC explained in the adopting release that the amendments are “designed to address concerns about abuse of the rule to trade securities opportunistically on the basis of material nonpublic information in ways that harm investors and undermine the integrity of the securities markets.” Continue reading →