US Securities and Exchange Commission Proposes Hedging Disclosure Rules

On February 9, 2015, the US Securities and Exchange Commission (SEC) proposed rules requiring disclosure of hedging by employees, officers and directors.¹ This rulemaking is directed by Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Comments are due by April 20, 2015.

The SEC Commissioners acted unanimously on this proposal, without convening a meeting. However, two Republican commissioners issued a joint statement indicating that while they supported the issuance of the proposal for comment, they remain quite concerned by several aspects of the proposal and hope it will receive robust public comment.² In addition to seeking comments on the proposal generally, the proposing release requested comments on 30 specific questions in its discussion of the proposed amendment, as well as 16 additional comment requests as part of its economic analysis of the proposal.