Course

SEC Insider Trading & Rule 10b5-1 Plans

What Rule 10b5-1 actually requires, how to spot a plan that may not hold up, and how to advise executives before they trade.

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About this course

Insider trading liability can attach before an executive thinks they are doing anything wrong. This course explains Rule 10b5-1 from the advisor's point of view: what makes a plan valid, the 2022 amendments that changed cooling-off periods and single-trade plans, how to read plan disclosures, and the questions to ask before a client places an order. We also cover the documentation and timing issues that turn a defensive plan into a real liability shield.

Learning objectives

  • Explain the elements of Rule 10b5-1 and how it creates an affirmative defense
  • Identify the 2022 amendments that affect cooling-off periods, modifications, and single-trade plans
  • Review a Rule 10b5-1 plan disclosure and spot red flags in plan design
  • Advise executives on timing, documentation, and coordination with equity award transactions

Handouts

Course videos stream to enrolled participants and are not downloadable. Handouts are provided as PDFs.

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