New SEC Rules Regarding 10b5-1 Trading Plans and Share Repurchases
Director and Officer Certifications and Trading Restrictions, Form SR Disclosures
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Banking and Finance
- event Date
Tuesday, April 19, 2022
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will examine the SEC's recently proposed amendments relating to Rule 10b5-1 trading plans and shareholder repurchase programs. The panel will discuss the new disclosure requirements, the controls and processes that companies should consider in order to conform with the new rules, and the potential liability of companies and their officers and directors for failing to comply.
Mr. Timken has extensive experience in public and private securities offerings, broker-dealer compliance (particularly regarding resales of restricted securities under Rule 144 and otherwise), and regulatory enforcement defense with the SEC, Commodity Futures Trading Commission, the Financial Industry Regulatory Authority, and state securities regulators. His practice includes preparing offering documents for public and private financings, preparing ongoing disclosures to stockholders and the investment community, advising broker-dealers and investment advisors, and other related securities matters.
Clients turn to Mr. Kornblau, a member of Denton’s Litigation and Dispute Resolution and White Collar and Government Investigations practices, to represent them in sensitive and complex investigations, securities litigation and internal investigations.
On Dec. 15, 2021, the SEC proposed amendments relating to Rule 10b5-1 trading plans and share repurchase disclosure rules that could significantly impact the way companies conduct share repurchases and the ability of officers and directors to engage in personal trading of company shares. Companies should formulate internal governance measures that will enable compliance with the new rules.
The proposed 10b5-1 amendments would require a minimum cooling-off period between plan adoption and when trading commences, and that officers and directors must certify that they have no material nonpublic information about the company. The proposed rules would also introduce various new disclosure requirements, including the timing of any awards of options or stock appreciation rights.
The share repurchase rules would require companies to report any repurchases of equity securities on a new Form SR. Additional disclosures regarding the structure of a company's repurchase program and policies and procedures relating to purchases and sales of securities by directors and officers would also be required.
Listen as our authoritative panel analyzes the new proposed rules regarding 10b5-1 trading plans and share repurchases.
- Current 10b5-1 and shareholder repurchase framework: potentially abusive trading practices
- Rule 10b5-1 amendments
- Limitation to one plan, cooling-off period after adoption
- Certifications as to good faith adoption of plan, material non-public information
- Actions that violate the good faith requirement
- Proposed share repurchase disclosure rules
- Form SR
- Additional disclosures and timing of disclosures
- Actions companies should take to comply with the new rules
The panel will review these and other relevant issues:
- What are the potential trading abuses that the 10b5-1 amendments are meant to address?
- How will the new rules affect the ability of officers and directors to purchase or sell company shares under a 10b5-1 trading plan?
- What kinds of additional disclosures are required under the new Form SR?
- What actions should companies take now to comply with the new regulations?
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