SEC’s Proposed 10b5-1 Rules: What Companies Should Do Now


The SEC has proposed amendments to add new conditions to the availability of an affirmative defense under Rule 10b5-1 and add new disclosure requirements regarding insider trading policies and procedures of issuers as well as the timing of stock option grants.

Many of these proposed amendments were expected, such a statutory cooling-off period for 10b5-1 plans. However, several proposed amendments were not as widely anticipated, such as those requiring that companies publicly disclose their “insider trading policies and procedures,” as well as the timing of stock option grants to directors and officers.

In this guest post for, Orrick’s JT Ho, Carolyn Frantz and Soo Hwang outline what steps companies should proactively take in light of this proposal.