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Kelly Reinholdtsen

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Kelly Reinholdtsen advises both public and private companies on the design and operation of equity-based arrangements, including compliance with federal and state securities laws, Section 16 and Rule 144.

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I’m into footnotes for Section 16 reports. They help provide clarity and eliminate confusion. They help companies look like they’re not hiding the ball. And allow shareholders to understand details of a transaction that might not be evident just from the disclosures in the tables.

A good example is using footnotes liberally to denote that an insider’s transaction occurred pursuant to a Rule 10b5-1 plan. An insider’s reputation can take a big hit if a reporter “unearths” a trade that makes it seem like the insider exercised discretion at a time they knew something nonpublic.
Continue Reading Yeah, I’ve Got a Footnote Philosophy for Form 4s

SEC Chair Gary Gensler gave a speech yesterday in which he talked about his request to the Staff that they make recommendations to the Commissioners regarding “freshening up” Rule 10b5-1. Gensler enumerated several “loopholes” in current Rule 10b5-1: no required cooling-off period before trades can be made under plans; no limitations on cancelling 10b5-1 plans…