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Alan Jagolinzer, Associate Professor of Accounting Securities and Exchange Commission Rule 10b5-1 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 Hiding
in Plain Sight: Can Disclosure Enhance Insiders' Trade Returns?, 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; SEC case settlement) 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) Wall
Street Journal article citing sources that the US will launch criminal
investigations into VeriFone, Body Central, and other firms (news article) Current Rule 10b5-1 newswire reports
Recent insider transactions
filed via SEC Form 4 (including transactions not
pursuant to Rule 10b5-1) SECWatch
Recent Insider Transactions *Providing external links to third-party guidance does
not imply that the website author endorses the suggested guidance. |
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