Major changes may be on the horizon for Rule 10b5-1 plans, such as cooling-off period requirements for directors and officers, limiting single-trade plans, limiting overlapping plans and public disclosure of Rule 10b5-1 plans and insider trading policies.
The cover page of the SEC staff's report states The Commission has expressed no view regarding the analysis, findings, or conclusions contained herein. Nonetheless, the SEC distances itself from the staff's conclusion in footnote 80 of the proposed rule release.
Although the Supreme Court advised that the generic nature of alleged misstatements should be given weight when deciding class certification, last week the S.D.N.Y found the statements at issue non-generic enough to certify the Goldman Sachs plaintiff class on remand.
SEC staff determined that individualized written responses to proxy requests for no-action relief provide better clarity and transparency to shareholders and companies as to compliance with Securities Exchange Act Rule 14a-8
SEC Commissioner Hester M. Peirce said an open dialogue with the public is crucial to effective rulemaking. Ms. Pierce stated that 30 days are not sufficient for the public and advocated for a 60-day time period and a 90-day comment period for more complicated rulemakings.