SEC Chair Statement on Rule 10b5-1 Trading Plans

SEC Chair Gensler’s Speech Indicates Areas of Potential Rulemaking Sullivan & Cromwell LLP - June 7, 2021

On June 7, 2021, Securities and Exchange Commission Chair Gary Gensler released prepared remarks for the CFO Network Summit highlighting areas of potential rulemaking around Rule 10b5-1 trading plans. Rule 10b5-1 trading plans have come under scrutiny in the past several years, with various commentators discussing the potential for abuse under those plans. The prepared remarks highlight five areas in particular—cooling off periods, cancellation of trading plans, public disclosure of trading plans, limitations on the number of plans that may be adopted and the intersection of trading plans with public company share buyback programs—where we may expect to see future rulemaking or, even in certain cases, enforcement actions.