On December 14, 2022, the SEC adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 and added related new disclosure requirements. Rule 10b5-1 provides an affirmative defense to insider trading liability for individuals and companies in circumstances where, subject to certain conditions, the trade was pursuant to a written plan adopted when the trader was not aware of material nonpublic information. As anticipated, the SEC has tightened up the availability of this defense by codifying many existing “voluntary” practices, imposing new procedural requirements, and requiring new disclosure obligations by issuers and Section 16 filers. The SEC will likely follow this rulemaking process with enforcement action.  

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