Rule 10b-5 Archives - Capital Markets

SEC Adopts New Restrictions on 10b5-1 Plans,‎ Related Disclosure Requirements and Section 16 Filing Changes

by Rob Evans, Stan Keller, Eugene McDermott and Gislar Donnenberg | Dec 15, 2022 | Rule 10b-5

On December 14, 2022, the SEC unanimously adopted cooling-off periods and other changes to how plans adopted under Rule 10b5-1 (“10b5-1 Plans”) will work going forward. Executive officers and directors of public companies frequently use 10b5-1 Plans to conduct sales of their company’s stock at a time when they have material non-public information (“MNPI”) about the company or its securities, which is permitted if they entered into the plan at a time that they did not have MNPI and gave up control over the sales.

Charges Against Nikola Founder Provide Reminder to Use Caution in All Public Statements and Offer Governance Lessons

by Eugene McDermott, Stan Keller and Rob Evans | Aug 3, 2021 | Corporate Governance, Enforcement Actions, Rule 10b-5

On July 29, 2021, both the SEC and the U.S. Attorney for the Southern District of New York announced charges against Trevor Milton, the founder, former CEO and former executive chairman of Nikola Corporation, a company engaged in the development of electric trucks. The complaint and indictment allege a series of misleading and inaccurate public statements by Milton on social media and elsewhere leading up to and after the company’s merger with a special purpose acquisition company (SPAC) through which Nikola became a public company, which included related private placements (PIPEs).

SEC Reminds Private Equity Firms of Compliance Obligations

by Stan Keller | May 28, 2020 | Enforcement Actions, Internal Controls, Investment Advisors, Rule 10b-5

In a settled enforcement action,[1] the Securities and Exchange Commission reminded private equity firms and registered investment advisors of their obligation to implement and enforce compliance procedures, in particular procedures to prevent the misuse of material non-public information.

U.S. Supreme Court Expands Reach of 10b-5 Liability

by Rob Evans and Stan Keller | Apr 1, 2019 | 1933 Act Offerings, 1934 Act Filings, Disclosure Requirements, Rule 10b-5

On March 27, 2019, the U.S. Supreme Court, in Lorenzo v. SEC, No. 17-1077 (2019), held that dissemination of false or misleading statements with intent to defraud violates Rules 10b–5(a) and (c) under the Securities Exchange Act of 1934.

Topic: Rule 10b-5

SEC Adopts New Restrictions on 10b5-1 Plans,‎ Related Disclosure Requirements and Section 16 Filing Changes

Charges Against Nikola Founder Provide Reminder to Use Caution in All Public Statements and Offer Governance Lessons

SEC Reminds Private Equity Firms of Compliance Obligations

U.S. Supreme Court Expands Reach of 10b-5 Liability

Search

Topics

Archives

Email the Editors

Share

Locke Lord LLP

Follow Us