[20190131]LSB10249_重审规则10b5-1交易计划内幕交易抗辩.pdf

CRS Legal Sidebar Prepared for Members and Committees of Congress Legal SidebarLegal Sidebari i Reexamining the Rule 10b5-1 Trading Plan Defense to Insider Trading January 31, 2019 Earlier this week, the House of Representatives passed the Promoting Transparent Standards for Corporate Insiders Act (H.R. 624) by a vote of 413-3. Previously included as part of the JOBS and Investor Confidence Act of 2018 (S. 488), which passed the House of Representatives of the 115th Congress but was not enacted, the bill would direct the Securities and Exchange Commission (SEC) to carry out a study regarding the potential need to reform SEC Rule 10b5-1 and to conduct further rulemaking. The SEC enacted Rule 10b5-1 in 2000, providing a way for insiders to transact in their companys securities without running afoul of federal insider trading laws by setting up prearranged trading plans. For example, corporate executives, whose compensation may be significantly made up of company stock, could engage in legitimate prearranged trading in company securities under the rule, even though they are often privy to inside information. Rule 10b5-1 has since come under periodic scrutiny for its potential suscepti