In the Press
April 13, 2023

SEC Introduces Cooling-Off Period & New Disclosure Requirements Regarding 10b5 1 Plans (Hedge Fund Law Report)

Rule 10b5 1(c)(1) under the Securities Exchange Act of 1934 (Exchange Act) includes an affirmative defense to insider trading liability for persons who sell securities pursuant to trading plans that meet the rule’s requirements. Concerned about potential abuses of trading plans, the SEC has adopted several amendments to the rule that limit the availability of that affirmative defense, including a minimum 90-day “cooling-off” period between the adoption of a plan and the first trade under the plan. It has also adopted new disclosure requirements pertaining to an issuer’s insider trading policies and trading plans adopted by its insiders. Hedge Fund Law Report discusses the final rule amendments and how they differ from the SEC’s original proposal, with commentary from Jonathan Hecht, Complex Litigation & Dispute Resolution partner and former assistant chief counsel and acting co-chief counsel in the SEC Division of Enforcement.