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ARTICLE · 07 MARCH 2022

New Proposed Rules Affecting 10b5-1 Trading Plans And Share Repurchase Programs

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On December 15, 2021, the SEC proposed amendments regarding Rule 10b5-1 trading plans and share repurchase programs. The SEC proposed rules are intended to diminish information asymmetry between public companies...

United StatesCorporate/Commercial Law
Kerry E. Berchem
Kerry E. Berchem
Kevin W. Schott
Kevin W. Schott
Rosa Testani
Rosa Testani
Garrett DeVries
Garrett DeVries
John Patrick Clayton
John Patrick Clayton
Mary Kate Thompson
Mary Kate Thompson
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On December 15, 2021, the SEC proposed amendments regarding Rule 10b5-1 trading plans and share repurchase programs. The SEC proposed rules are intended to diminish information asymmetry between public companies and investors by closing perceived gaps in the current insider trading regime and increasing disclosure on share buybacks. If adopted, these rules could significantly impact the manner in which insiders manage transactions in public company securities and public companies conduct share repurchase programs.

New Proposed Rules Affecting 10b5-1 Plans

In 2000, the SEC adopted Rule 10b5-1 to provide more clarity on what was prohibited with respect to trading on the basis of material non-public information (MNPI) and to provide insiders, who typically hold MNPI, an affirmative defense when trading public company securities. Rule 10b5-1(c) established an affirmative defense whereby insiders can set up future trades pursuant to a binding contract or plan adopted

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