By Robert Loesch and Glenn Morrical

On December 15, 2021, the SEC proposed amendments that add new conditions to the availability of the affirmative defense under Rule 10b5-1 to insider trading liability and new disclosure requirements under Rule 10b5-1 for trading plans.

Since 2000, Rule 10b5-1 has provided company insiders…

In the wake of recent notable data breaches, the United States Securities and Exchange Commission issued an interpretive release designed to improve the timeliness and accuracy of public companies’ disclosures of cybersecurity risks and incidents and prevent insider trading.  The SEC’s guidance release and this post raise several issues and concerns that all companies, regardless of size and ownership, need to take seriously to improve their cybersecurity planning and legal compliance.

By Glenn Morrical

In a recent post by Bob Loesch, he discussed the difficult topic of how to tell if information should be considered “material” under the federal securities laws. He concluded that if the company would prefer to withhold the information because it is likely to have an…