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Latest Developments

Rule 10b5-1 Plans at 20: Enforcement Trends & Best Practices
Feb 25,2020

This Morrison & Foerster alert provides an overview of enforcement trends regarding Rule 10b5-1 plans, discusses the proposed legislative changes to Rule 10b5-1 plans, and advises on best practices for Rule 10b5-1 plans— both as the law currently governs them and in line with anticipated changes.

Combatting Securities Fraud Allegations With 10b5-1 Trading Plans
Jul 24,2017

This memo discusses Tetraphase Pharmaceuticals and other case law regarding the role of 10b5-1 plans, briefly outlines the requirements of 10b5-1 plans, and provides practical reminders to corporations and their counsel on crafting plans that will likely be most successful in shielding corporate executives from liability.This memo discusses Tetraphase Pharmaceuticals and other case law regarding the role of 10b5-1 plans, briefly outlines the requirements of 10b5-1 plans, and provides practical reminders to corporations and their counsel on crafting plans that will likely be most successful in shielding corporate executives from liability.This memo discusses Tetraphase Pharmaceuticals and other case law regarding the role of 10b5-1 plans, briefly outlines the requirements of 10b5-1 plans, and provides practical reminders to corporations and their counsel on crafting plans that will likely be most successful in shielding corporate executives from liability.

Update on Insider Trading and the Use of 10b5-1 Plans
Jan 06,2017

This article provides an update in insider trading compliance and the use of Rule 10b5-1 plans. The article discusses best practices for Rule 10b5-1 plans, such as cooling off/waiting periods, time limitations, allowing trades outside of the plan, use of multiple plans, modification/termination of plans, and more.

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Three Red Flags for Rule 10b5-1 Plans
Feb 23,2021
Barbara Baksa

A new study reveals three ways insiders may be using Rule 10b5-1 plans opportunistically.

SEC Plans Changes for Forms 4, 5, and 144
Jan 20,2021
Barbara Baksa

The SEC is planning to require electronic filing for Form 144, to give affiliates extra days to file it, and to add Rule 10b5-1 plan info to Forms 4 and 5.

4 Trends in Trading Blackout Periods
Nov 17,2020
Barbara Baksa

The use of trading blackout periods is nearly universal at public companies. Here are four trends in blackouts, including which employees and transactions are subject to blackout and how long trades are prohibited.

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Sample Documents

Checklist: Rule 10b5-1 Plans
May 11,2017

A checklist for implementing Rule 10b5-1 trading plans.

Sample Rule 10b5-1 Trading Plan Template
Jul 09,2010

Due to the continual changes to Section 16 practice resulting from SEC staff interpretations and Section 16(b) litigation, companies and compliance personnel regularly are confronted with new challenges in keeping their advice and their compliance programs up to date. As reflected by the many questions posed daily on the electronic forums of Section16.net and Naspp.com, the issues you face today vary widely in scope and complexity.

10b5-1 Plan - Issuer Administration Checklist
Apr 18,2008

Use this checklist to administer (review and process) 10b5-1 plans for your insiders.

Podcasts

Surveys & Studies

Evolving Practices for 10b5-1 Plans
Nov 12,2018

This executive summary highlights results from the quick survey on Rule 10b5-1 plans cosponsors by the NASPP, Morgan Stanley, and Shearman & Sterling.

Survey Says: 10 Dos & Don'ts of Stock Plan Administration
Oct 17,2017

Highlights of the 2017 Domestic Stock Plan Administration Survey, cosponsored by the NASPP and Deloitte Consulting LLP.

Regulations & Statutes

Rule 10b5-1
Aug 07,2008

Read rule 10b5-1 in entirety.

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