Insider Trading Procedures: How to Prepare for the SEC's Upcoming Disclosure Requirements

January.27.2022

We are expecting an increase in regulatory enforcement, particularly from the SEC, in 2022. One topic many public companies are wrestling with is new SEC amendments requiring disclosure of insider trading policies and procedures. To help companies better understand this new guidance and what it means, we hosted a conversation with industry leaders from KPMG to discuss how to proactively prepare for the new guidance and how to manage some of the challenges companies may face when formalizing and implementing their procedures.

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This course is eligible for New York and California CLE credit. Please complete and retain the applicable form for your records. The New York self-study affirmation must also be emailed to Melissa Woods ([email protected]) and Jane Gracey ([email protected]); the California form does not need to be submitted.

Orrick, Herrington & Sutcliffe LLP is an accredited MCLE provider in the State of New York. This transitional and non-transitional continuing legal education course has been approved in accordance with the requirements of the Continuing Legal Education Board for a maximum of 1.0 credit hour, of which 1.0 credit hour can be applied toward the areas of professional practice requirement.

Orrick, Herrington & Sutcliffe LLP is an accredited MCLE provider in the State of California. This continuing legal education course has been approved in accordance with the requirements of the State Bar of California for a maximum of 1.0 credit hour, of which 1.0 credit hour can be applied to the general requirement.

Carolyn Frantz Senior Counsel

Seattle

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Carolyn Frantz Senior Counsel

Seattle

A former Rhodes Scholar, Carolyn clerked for Supreme Court Justice Sandra Day O’Connor and D.C. Circuit Court of Appeals Judge David S. Tatel, before teaching at the University of Chicago Law School. She was a litigation partner at a major law firm for eight years before joining Microsoft, where she managed the company’s worldwide tax litigation until her appointment as Corporate Secretary.

As Microsoft’s Corporate Secretary, Carolyn had the opportunity to work closely with the company’s Board of Directors and senior leadership, gaining a first-hand understanding of the opportunities and challenges facing technology companies in a dynamic competitive and regulatory environment. As the head of the Corporate Legal Group, Carolyn was responsible for legal issues regarding securities law and disclosures, treasury and finance, international trade, procurement, real estate, and many other issues. Building on her extensive litigation experience, which includes managing tax disputes domestically and abroad, as well as litigating multidistrict products liability, consumer cases, and commercial contract disputes, Carolyn understands the practical challenges companies face and how those intersect with Board reporting, securities disclosures, and internal accountability. She also brings her understanding of board governance, corporate law, and ESG to select litigation matters.

Carolyn is also frequently called on to serve as a resource to new legal leaders in their roles supporting and interacting with their Boards.