Article by Susan G. Curtis and Sergei A. Antonov
On January 22, 2003, the Securities and Exchange Commission ("SEC") issued its final regulation on Blackout Trading Restrictions ("Regulation BTR" or the "Regulation"), clarifying the provisions of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley" or the "Act") which prohibit directors and executive officers of publicly traded companies from purchasing or selling equity securities of the issuer during a pension plan blackout period that prevents plan participants from engaging in equity securities transactions. Shortly thereafter, on January 23, 2003, the Department of Labor ("DOL") published Final Rules (the "Rules" or "DOL Rules") clarifying the Act’s requirement that the plan administrator of most ERISA-covered individual account plans provide participants and beneficiaries at least 30 days’ advance notice prior to the implementation of a blackout period. Both the Regulation and the Rules provide clarification of the interim
