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ARTICLE · 26 DECEMBER 2022

SEC Adopts Significant Changes To 10b5-1 Trading Plans

Baker Botts L.L.P.
Baker Botts L.L.P.
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On December 14, 2022, the U.S. Securities and Exchange Commission (the "Commission") adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

United StatesCorporate/Commercial Law
Preston Bernhisel
Preston Bernhisel
David Emmons
David Emmons
Doug Getten
Doug Getten
Chelsea Johnson
Chelsea Johnson
Robin Melman
Robin Melman
James Marshall
James Marshall
Bridget Moore
Bridget Moore
Brendan Quigley
Brendan Quigley
Gail W. Stewart
Gail W. Stewart
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On December 14, 2022, the U.S. Securities and Exchange Commission (the "Commission") adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which change the rules governing trading plans structured to take advantage of the affirmative defense provided by Rule 10b5-1(c) ("Trading Plans"). The amendments also adopt certain new disclosure requirements related to insider trading and equity compensation as well as updates to the Section 16 reporting requirements. The Adopting Release is available here.

In December 2021, the Commission initially proposed amendments to Rule 10b5-1 and related disclosure requirements, as discussed here.

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