In a move that could have far-reaching implications for Wall Street, the U.S. Securities and Exchange Commission (SEC) on Thursday proposed a significant overhaul to insider trading regulations. The proposal, which comes amid growing public scrutiny of executive stock sales and recent market volatility, seeks to enhance transparency and deter illicit trading based on non-public information.
The new rules would require corporate executives and directors to provide more detailed disclosures about planned stock transactions, particularly those conducted under 10b5-1 trading plans—prearranged stock sale plans meant to shield insiders from accusations of improper trading. Under the proposed changes, insiders would face a mandatory 90-day cooling-off period before executing trades, and companies would be obligated to publicly disclose the adoption, modification, or termination of such plans.
"This is a critical step to reinforce investor trust and ensure a level playing field," SEC Chair Gary Gensler said in a statement. "While trading plans can be a legitimate way for insiders to sell shares, they should not be a loophole for unfair advantage."
The proposal follows a series of controversial stock sales by executives at several high-profile technology firms, which have drawn criticism from lawmakers and investor advocacy groups. A recent study by the University of Pennsylvania found that executives using 10b5-1 plans often achieved above-average returns on stock sales, raising concerns about potential abuses.
Market analysts said the proposed rules could influence short-term stock volatility, especially in sectors where insider selling is common. "If finalized, these regulations could cause some executives to delay or restructure their sales, possibly affecting liquidity and pricing in the near term," said Sarah Klein, a senior equity strategist at Morgan & Co.
The SEC's move also comes as the Biden administration intensifies its push for corporate accountability and financial market reform. Earlier this year, the White House signaled support for enhanced oversight of executive compensation and shareholder rights, aligning with broader Democratic priorities.
The public has 60 days to comment on the proposed rule changes before the SEC considers final adoption. If implemented, the new regulations would mark the most substantial update to insider trading policies in nearly two decades.
Investors and corporate executives alike are now watching closely, as the outcome could reshape how insiders manage their equity holdings and how markets interpret those actions.