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ARTICLE · 29 AUGUST 2023

SEC Posts Rule 10b5-1 Related C&DI's

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On August 25, 2023, the staff of the U.S. Securities and Exchange Commission posted five new compliance and disclosure interpretations...

United StatesCorporate/Commercial Law
Laura Richman
Laura Richman
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On August 25, 2023, the staff of the U.S. Securities and Exchange Commission posted five new compliance and disclosure interpretations ("C&DI's"). Three of the new C&DIs related to the recent amendments to Rule 10b5-1 and two related to disclosure of insider trading arrangements.

C&DI 120.29 clarified that the filing date of a Form 10-Q or Form 10-K does NOT count as the first day of the Rule 10b5-1 cooling-off period. Rather the cooling-off period starts with the next business day following the Form 10-Q or Form 10-K filing date (with such filing date determined in accordance with Rule 13(a)(2) of Regulation S-T). C&DI 120.30 specified that if a participant relies on Rule 10b5-1 to participate in an issuer's 401(k) plan, an open-market transaction conducted at the direction of the plan administrator, and not at the direction of the plan participant, to match the participant's contribution would NOT be an overlapping plan for purposes of Rule 10b5-1 that

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