Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 60 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
The CEO of a publicly held company determines to enter into a personal Rule 10b5-1 trading plan (“Plan”). Among other questions that arise in this circumstance is the question for this series of posts (the “Question”): Should the CEO or the Company disclose, through a separate public announcement, the adoption of the Plan before any trading begins under the Plan? Although it is easy to respond that no such disclosure is required by Rule 10b5-1, that does not necessarily answer the question.
In a number of articles, written since the beginning of 2013, that generally address Plans and their use and related practices (“Articles”), knowledgeable lawyers at various top-tier securities-law firms have almost uniformly recommended disclosure, by a press release or the filing of a Form 8-K, of the adoption of a Plan. Yet surveys and other anecdotal evidence suggest that such disclosure of an executive’s adoption of a Plan is not the prevailing practice. Because many of the Articles are not lengthy or focused particularly on the disclosure issue, they do not explain in any detail the reasons for the recommended disclosure; and there does not appear to be much written to explain or justify the practice of not disclosing. To answer the Question, therefore, we should consider the reasons for not disclosing, and for disclosing, the adoption of a Plan before any trading begins under the Plan.
Before describing those reasons, however, some background is appropriate:
Accordingly, the CEO and the Company are left to answer the Question for themselves. The reasons for separately disclosing or not disclosing the adoption of the Plan will be described in subsequent posts.
 See, e.g., Rule 10b5-1 Trading Plans: Avoiding the Heat (Covington & Burling LLP) http://www.cov.com/files/Publication/30fc01e9-8bf4-4854-84a5-7f274eaeca11/Presentation/PublicationAttachment/d2cad97c-a971-4510-a863-01f82cf372f5/Rule_10b5-1_Trading_Plans_%20Avoiding_the_Heat.pdf; The Spotlight Shines on Rule 10b5-1 Plans: What Public Companies Should Consider Now (Gibson, Dunn & Crutcher LLP) http://www.gibsondunn.com/publications/Documents/Spotlight-Shines-Rule10b5-1Plans-What-PublicCompanies-ShouldConsider.pdf; Rule 10b5-1 plans: Put them to work (Morrison & Foerster LLP) http://www.mofo.com/files/Uploads/Images/120315-Rule-0b5-1-plans.pdf; Rule 10b5-1 Plans: What You Need to Know (Davis Polk & Wardwell LLP) http://www.thecorporatecounsel.net/member/Memos/Davis/01_13_10b5-1.pdf; Getting Back to Basics with Rule 10b5-1 Trading Plans (Skadden, Arps, Slate, Meagher & Flom LLP) http://www.thecorporatecounsel.net/member/Memos/Skadden/04_09_13_10b5-1.pdf
 See, e.g., TheCorporateCounsel.net, Survey Results: Rule 10b5-1 Plan Practices, Question 6 http://www.thecorporatecounsel.net/survey/June13_total.htm; NASPP – Washington, DC – Virginia – Maryland Chapter Meeting, Rule 10b5-1 Trading Plans: Update and Best Practices (Morgan Stanley), Slide 22 http://www.naspp.com/ChapterEventFiles/e3560_NASPP_DC_VA_MD_Chapter_Mtg_-_07_22_2013.pdf
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