Clifford Chance

SEC Adopts Amendments To Rule 10b5-1 Imposing Cooling Off Periods, New Disclosure Requirements And Other Conditions

December 23, 2022

On December 14, 2022, the SEC adopted amendments (full release available here) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), imposing mandatory cooling off periods for 10b5-1 trading plans adopted by directors, officers and other persons (except the issuer), adding new requirements for the Rule 10b5-1(c)(1) affirmative defense and implementing new disclosure requirements for trading plans and issuer policies and procedures. These changes to the affirmative defense available under Rule 10b5-1 will impact issuers and their directors and officers, and anyone else wanting to trade under a 10b5-1 trading arrangement.

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