---
title: "US insider trading policy"
url: "https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-insider-trading-policy"
type: "precedent"
site: "AI Law Framework"
id: "a4-us-insider-trading-policy"
area_id: "A4"
kind: "policy"
ai_level: "yellow"
version: 1
task_ids: ["A4-T1-R8"]
law_stated_as_at: "2026-10-22"
---

# 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.

Canonical page: https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-insider-trading-policy  
Law stated as at: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

- Kind: Policy. A policy or procedure for a firm or client.
- Practice area: [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure.md)
- Jurisdictions: United States
- AI level: Yellow. You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at: 2026-10-22
- Status: Maintained. Checked on 2026-10-22 against the 3 authorities it cites, for United States.

## 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

- [Draft wall-crossing, window and information-barrier protocols for the deal](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-wall-crossing-window-and-information-barrier-protocols-for-the-dea.md)

## 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.

## Authorities

- [15 U.S.C. § 78j](https://www.law.cornell.edu/uscode/text/15/78j)
- [17 CFR § 240.10b-5](https://www.law.cornell.edu/cfr/text/17/240.10b-5)
- [17 CFR § 240.10b5-1](https://www.law.cornell.edu/cfr/text/17/240.10b5-1)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-insider-trading-policy and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*