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ARTICLE · 12 OCTOBER 2023

2024 US Proxy Season: Recent Proxy And Annual Report Developments

Mayer Brown
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In December 2022, the U.S. Securities and Exchange Commission (the "SEC") amended rules relating to insider trading arrangements and related disclosures.

United StatesCorporate/Commercial Law
Jennifer Carlson
Jennifer Carlson
Lawrence A. Cunningham
Lawrence A. Cunningham
Anna T. Pinedo
Anna T. Pinedo
Laura Richman
Laura Richman
David Schuette
David Schuette
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Recent Proxy and Annual Report Developments

INSIDER TRADING DISCLOSURES

In December 2022, the U.S. Securities and Exchange Commission (the "SEC") amended rules relating to insider trading arrangements and related disclosures. The amendments added conditions to the availability of the affirmative defense to insider trading liability contained in Rule 10b5-1 under the Securities Exchange Act of 1934 (the "Exchange Act"). The amendments were designed to address concerns regarding alleged abuse of the rule by insiders to trade securities on the basis of material nonpublic information ("MNPI"). In addition, the amendments imposed new disclosure requirements regarding an issuer's insider trading policies and procedures and the adoption, modification, and termination of Rule 10b5-1 plans and similar trading arrangements by directors and officers, as well as new

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This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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