Policy · Capital Markets & Securities — ECM/DCM and Disclosure
US insider trading policy
Company policy on trading while aware of material nonpublic information, built from Section 10(b), Rule 10b-5 and the Rule 10b5-1 conditions that were read. It is not a trading plan.
- Kind
- Policy. A policy or procedure for a firm or client.
- Where it applies
- United States
- AI use
- Yellow You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at
- 22 October 2026
- Status
- Maintained. Checked on 22 October 2026 against the 3 authorities it cites, for United States.
- Version
- 1
- Source
- Written for this library
When to use it
Use when a company wants a written policy for directors, officers and other personnel who may learn material nonpublic information. Do not use it as a Rule 10b5-1 plan or as a wall-crossing script for a live deal.
Used for these tasks
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
Yellow: the lawyer checks the policy against the current rule before the company adopts it, and writes any trading plan separately.
AI may
- State the company rule that personnel do not trade while aware of material nonpublic information, and tie it to the rule text that was read.
- Set out the cooling-off periods and the director and officer certification in the words of Rule 10b5-1(c)(1)(ii).
- Tell personnel that a plan is not effective unless the lawyer has reviewed that plan.
AI must not
- Do not prepare a Rule 10b5-1 plan, adoption certificate or broker instruction that someone will sign.
- Do not write a wall-crossing script, a cleansing memorandum or a deal-specific information barrier.
- Do not say that following this policy establishes the affirmative defense.
- Do not define materiality by a percentage or a list of examples that the rule does not contain.
The lawyer checks
- Read Rule 10b5-1(c)(1)(ii)(D) in full before anyone relies on more than one plan. Only part of the exceptions was read.
- Confirm who is a director or officer under Rule 16a-1(f). That definition was not opened.
- Decide blackout dates as a company rule. The statute that was read does not list them.
- Check Section 16 reporting separately. It was not opened.
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Read the full text
The full text is available after you log in. It is free. When you log in you can:
- read the whole precedent, with its drafting notes beside it;
- copy it, or download it as a Word file or Markdown;
- add it to your firm’s knowledge base, so colleagues can find it;
- let the AI tools you connect read it from that knowledge base.
The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
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All precedents for Capital Markets & Securities — ECM/DCM and Disclosure · Tasks and AI use in this area