U.S. SEC Adopts Amendments To Rule 10b5-1 And Requires Related Disclosures

On December 14, 2022, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to the affirmative defense in Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the Exchange Act), and adopted a number of changes to disclosure requirements applicable to issuers and insiders.¹

The amendments adopted by the SEC:

• Update the requirements for the affirmative defense by:
• • Imposing a cooling-off period before trading can commence under a Rule 10b5-1 plan as follows:
  • • For directors or officers, the later of (1) 90 days after the adoption of the Rule 10b5-1 plan or (2) two business days following the disclosure of the issuer's financial results in a Form 10-Q or Form 10-K for the fiscal quarter in which the plan was adopted or, for foreign private issuers, in a Form 20-F or Form 6-K that discloses the issuer's financial results (but in any event, the required cooling-off period is subject to a maximum of 120 days after