by Mikha Romero
Introduction
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted several amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) to increase investor protections against insider trading.[1] The amendments enhance the disclosure requirements for issuers and revise the conditions of the Rule 10b5-1(c)(1) affirmative defense to insider trading liability under §10(b) and Rule 10b-5.[2] The new conditions to the affirmative defense include: (1) cooling-off periods for directors, officers, and persons other than issuers (non-issuers); (2) director and officer representations; (3) restrictions on multiple Rule 10b5-1 plans; (4) limitations to single-trade arrangements; and (5) an expansion of the good faith requirement contained in the former rule.[3] The amendments became effective on February 27, 2023.[4]
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LLR Lagniappe:
The Online Companion of the Louisiana Law Review
The LLR Lagniappe, formerly known as the “Digital Digest,” is the official blog of the Louisiana Law Review.
The LLR Lagniappe features short commentaries of legal developments in Louisiana and across the country. Our blog seeks to harness valuable scholarly insight that may otherwise not fit within the traditional limitations of the printed Louisiana Law Review.
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