Syndicate Legal Advisory Services provides nationwide legal document preparation services for individuals and companies preparing documents related to Rule 10b5-1 trading plans under the Securities Exchange Act of 1934. We prepare trading plan documents and related disclosure materials solely based on the plan terms, ownership information, and specific instructions you provide.
Documents Commonly Prepared
We prepare documents associated with Rule 10b5-1 trading plans and related disclosures, including:
Rule 10b5-1 Trading Plan Agreements: Formatting of written trading plan agreements specifying the amount, price, and date of trades (or formula for determining the same), based on the terms and information you supply.
Related Certifications: Organization of any required certifications (such as those regarding awareness of material nonpublic information and good faith), based on the information you provide.
Disclosure Materials for Periodic Reports: Formatting of narrative disclosures regarding the adoption, modification, or termination of Rule 10b5-1 plans (or other trading arrangements) by directors or officers for inclusion in Forms 10-Q or 10-K under Item 408 of Regulation S-K, based on the information you supply.
Section 16 Form Annotations: Preparation of annotations or supporting information for Forms 4 and 5 identifying transactions made pursuant to a Rule 10b5-1 plan (including the plan adoption date), based on the transaction details you supply.
Related Supporting Materials: Organization of attachments or other materials referenced in the plan or disclosures, based on the information you supply.
Documents are prepared for use by the client or for electronic filing through the SEC’s EDGAR system where applicable. Rule 10b5-1 provides an affirmative defense to insider trading liability for trades made pursuant to a binding contract, instruction, or written plan entered into in good faith at a time when the person was not aware of material nonpublic information, subject to conditions including cooling-off periods (generally the later of 90 days or two business days after the filing of financial results, not to exceed 120 days, for directors and officers; 30 days for others), limitations on overlapping and single-trade plans, and a good-faith requirement; issuers must disclose certain information about director and officer plans in quarterly and annual reports, and transactions under such plans must be identified on Forms 4 and 5; clients remain fully responsible for determining the availability of the affirmative defense, the accuracy and completeness of all plan terms and disclosures, timely EDGAR filing of any required reports, and compliance with Rule 10b5-1, the Exchange Act, and SEC requirements.
