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Assisting Insiders With Federal Securities Law Compliance:
A Guide For The Corporate Secretary


Provides an overview of Section 16, Regulation BTR, Rule 144, and Rule 10b-5, and discusses the role of the corporate secretary in assisting directors and officers with compliance. (2003)
Printed copy ($90/$50) PDF Download ($60/$35).

Table of Contents

Introduction
1
Summary of Federal Securities Law
Section 16 - Reporting Requirements and Trading Restrictions
2

Section 16a - Reporting Stock Ownership and Trading Activities
3

Section 16b - Short Swing Trading Prohibitions
5

Section 16c - Short Sale Trading Prohibitions
6
Regulation Blackout Trading Restriction (BTR) - Trading During Pension Fund Blackout Periods
6
Rule 144 - Restrictions on Sales by Affiliates
8
Rule 10b-5 - INSIDER TRADING RESTRICTIONS
10
The Role of the Corporate Secretary
11

Compliance with Section 16
11

Failure to Comply with Filing Requirements
13

Compliance with Rule BTR
14

Compliance with Rule 144
14

Compliance with Insider Trading Restrictions
14
Response to Private Claims
17
References
19
List of Appendices
20
Appendix A: Form 3 Letter to Directors
21
Appendix B: Power of Attorney Form
24
Appendix C: Periodic Reminder
25
Appendix D: Letter to Directors; Broker Instruction Sheet
27
Appendix E: Blackout Period Notification
29
Appendix F: Stock Trading Policy
30

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