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SEC Rule 10b5-1 information links
The SEC released Rule 10b5-1 in October 2000, in part to deter insiders from trading while in possession of material nonpublic information. The rule specifically makes trading while in possession of material nonpublic information illegal. The rule also provides an affirmative defense against litigation to insiders who preplan trades when they do not possess material nonpublic information.
Securities and Exchange Commission official guidance and commentary
Original SEC Rule 10b5-1 (Final Rule: Selective Disclosure and Insider Trading Release 33-7781)
SEC Interpretive Guidance relating to Rule 10b5-1, issued April 2009
SEC Interpretive Guidance relating to Rule 10b5-1, issued May 2001, December 2000, October 2000
Speech by Linda Chatman Thomsen, former SEC Division of Enforcement Director, October 2007
Speech by Linda Chatman Thomsen, former SEC Division of Enforcement Director, March 2007
Academic research regarding insiders' use of Rule 10b5-1
SEC Rule 10b5-1 and Insiders' Strategic Trade, Alan D. Jagolinzer, Management Science, February 2009
Strategic Disclosure of 10b5-1 Trading Plans, M. Todd Henderson, Alan D. Jagolinzer, Karl Muller, Working Paper
Teaching case regarding insiders' use of Rule 10b5-1
10b5-1 Plans: Mortgaging a Defense Against Insider Trading, David F. Larcker and Brian Tayan, Stanford Business Case CG10, 2007
Legal background and discussion regarding Rule 10b5-1
The Origin, Application, Validity, and Potential Misuse of Rule 10b5-1, Allan Horwich, The Business Lawyer, May 2007
"Best practice" guidance and shareholder proposals regarding Rule 10b5-1*
From Priya Cherian Huskins, Woodruff-Sawyer and Co.
AFSCME shareholder proposal for Safeway Inc., April 2008
Legal cases regarding insiders' use of Rule 10b5-1
Novatel class action (case; news article)
Countrywide (Angelo Mozilo) class action (case; news article)
Countrywide (Angelo Mozilo, David Sambol, and Eric Sieracki) SEC civil fraud action
(case; SEC speech; news article; Mozilo's statement)
Countrywide potential for criminal action (news article)
Qwest Communications (Joseph Nacchio) class action (case; news article; commentary; settlement)
Qwest Communications (Joseph Nacchio) criminal action (federal indictment; opening statements; jury verdict; loss of appeal decision; supreme court loss of appeal news article)
Gildan Activewear dismissal of civil action that notes that the use of a Rule 10b5-1 trading plan "undermines any allegation that the timing or amounts of the trades was unusual or suspicious" (ruling; discussion)
Current Rule 10b5-1 newswire reports
Recent insider transactions filed via SEC Form 4
(including transactions not pursuant to Rule 10b5-1)
SEC Watch Form 4 Transaction Tracker
*Providing external links to third-party guidance does not imply that the website author endorses the suggested guidance.
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