Rule 10b5-1 Plans: What You Need to Know

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Rule 10b5-1 plans are back in the news. These plans are widely used by officers and directors of public companies to sell stock according to the parameters of the affirmative defense to illegal insider trading available under Rule 10b5-1, which was adopted by the SEC in 2000. Several recent Wall Street Journal articles suggest that some executives may have achieved above-market returns using the plans. These articles are reported to have drawn the interest of federal prosecutors and the SEC enforcement staff. In light of the renewed focus on 10b5 1 plans, companies should review their 10b5 1 policies for conformity with current best practices. Below we provide an overview of 10b5 1 plans and some guidelines for their use.