10b5-1 Trading Plans: Recent Survey Results
Rule 10b5-1 trading plans are an important and growing part of the compliance program at many companies. Yet the SEC's Rule 10b5-1 leaves companies and insiders on their own to determine important aspects of plan design and operation. Morgan Stanley and the NASPP, with help from the Posternak law firm, conducted a unique survey of hundreds of NASPP members regarding their use of 10b5-1 plans. This panel will review the survey results and provide guidance on such hot topics as plan implementation, cooling -off periods, minimum and maximum terms, amendments and terminations, and trading in multiple plans and outside the plan. The survey found that as the usage of 10b5-1 plans increases, companies are providing more guidance, and a consensus on best practices is emerging.
Mike Andresino, Posternak Blankstein & Lund LLP
Mike Andresino is an attorney specializing in public company compliance issues, including corporate governance and disclosure, insider trading and reporting, stock plan design and implementation, and executive compensation. He's a partner at Posternak Blankstein & Lund LLP, a 60-attorney, Boston-based firm focused on business law for middle market and technology companies. Mike was a charter member of the NASPP, and has served as legal counsel or advisor to many leaders in the executive compensation field, including major brokerage firms, software companies and consultants. This is his third visit to our Chapter.
Christine Cognetti McCasland, Morgan Stanley
Christine Cognetti McCasland is an Executive Director within Morgan Stanley's Corporate Equity Solutions unit, where she is responsible for 10b5-1 Plan Management. She joined the firm in 2005 and has worked on the market-leading 10b5-1 Preset Diversification Desk for her entire Morgan Stanley career, having regular interaction with legal teams and senior executives at some of the world's most prestigious companies. She's played a key role in developing 10b5-1 plans for IPO companies, effectively establishing the company's processes while staying up to speed on regulatory developments. Christine previously worked at both Credit Suisse and Donaldson Lufkin & Jenrette, and taught math in North Philadelphia.
Melanie Vinson, Workday
Ms. Vinson is Deputy General Counsel, Corporate, at Workday, Inc., a leading provider of enterprise cloud applications for finance and human resources. Ms. Vinson joined Workday as a pre-public company as lead corporate counsel for Workday's successful IPO and NYSE listing in October 2012. Her practice areas include SEC filings, Board governance, mergers & acquisitions, corporate finance and executive compensation, and she serves as Secretary to the Board's Audit, Compensation, Investment and Nominating & Governance Committees. Prior to Workday, Ms. Vinson served as Assistant General Counsel at Hewlett-Packard Company, and as an associate with the international law firm Skadden, Arps, Slate, Meagher & Flom. Ms. Vinson holds a J.D. from the University of California at Los Angeles School of Law, an M.B.A. from the University of California Berkeley Haas School of Business, and a B.A. in Economics from the University of California at Los Angeles.
Continuing Education Credits:
1.5 CEP (Securities Law)