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ARTICLE · 04 JANUARY 2019

SEC Adopts Dodd-Frank Hedging Disclosure Rule

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On December 18, 2018, the US Securities and Exchange Commission (SEC) adopted a final rule requiring companies to disclose their hedging policies and practices for employees,

United StatesCorporate/Commercial Law
Laura Richman
Laura Richman
David Bakst
David Bakst
Michael Hermsen
Michael Hermsen
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David Schuette
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On December 18, 2018, the US Securities and Exchange Commission (SEC) adopted a final rule requiring companies to disclose their hedging policies and practices for employees, officers and directors.1 This rulemaking was mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The SEC originally proposed the hedging disclosure rule in February 2015.

The new hedging disclosure will not be required during the upcoming 2019 proxy season. While the amendments become effective 30 days after publication in the Federal Register, public companies that are not smaller reporting companies or emerging growth companies will not need to comply with the hedging disclosure rule until they file proxy statements (or information statements) that relate to the election of directors during fiscal years beginning on or after July 1, 2019 (i.e., the 2020 proxy season).

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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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