What is a 10b 5 trading plan?

A trading plan created under Rule 10b5‐1(c) provides for an affirmative defense against allegations of insider trading. An affirmative defense allows a person to refute allegations of wrongdoing–in this case, trading on the basis of material non‐public information.

Can you modify a 10b5-1 plan?

Modifying a Rule 10b5-1 Plan: While amendments to Rule 10b5-1 plans are permitted as long as the modifier does not possess material non-public information at the time of the modification and meets all of the elements required at the plan inception, modifications should be avoided, because they may create the perception …

What is a 10b 5 opinion?

A letter of counsel, sometimes referred to as a due diligence opinion, generally based upon an investigation of specified facts and addressing the accuracy and completeness of the official statement.

What is 10B 18?

Rule 10B-18 is a Securities and Exchange Commission (SEC) rule that is intended to reduce liability for companies (and their affiliated purchasers) when the company repurchases shares of the company’s common stock. Rule 10B-18 is considered a safe harbor provision.

What does a vest sell to cover mean?

Sell to Cover You retain the number of vested shares less any shares sold for tax withholding, commission and fees.

What is Rule 144 of the securities Act?

Rule 144 provides an exemption and permits the public resale of restricted or control securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and the amount that can be sold at any one time.

Who does Rule 10b-5 apply to?

In sum, SEC Rule 10b-5 is applicable to any person that commits securities fraud, i.e., the intentional misrepresentation of material information in connection with securities trading, including insider trading.

What is a comfort letter in accounting?

What Is a Comfort Letter? A comfort letter is a business document that is intended to assure the recipient that a financial or contractual obligation with another party can and will be met. The sender is often an independent auditor or accountant.