SEC Adopts New Approach to Rule 10b5-1’s Affirmative Defense to Insider Trading and Related Matters 

January 24, 2023

Naz Jalali, Kevin Roggow, and Paul D. Hallgren discuss the recently adopted amendments to Rule 10b5-1 under the Securities Exchange Act by the Securities Exchange Commission in The Legal Intelligencer.

The amendments will go into effect February 27, 2023, and include imposing a cooling-off period between the adoption of the 10b5-1 plan and the commencement of trading, required director and officer certifications, restrictions on overlapping and single-transaction plans, and an expanded good faith requirement. In this article, Naz, Kevin, and Paul explain each new rule and share key takeaways. 

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Authors

Paul D. Hallgren

Associate

phallgren@cozen.com

(612) 260-9019

Mehrnaz Jalali

Member

mjalali@cozen.com

(212) 453-3949

Kevin Roggow

Member

kroggow@cozen.com

(212) 908-1294

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