I 

117TH CONGRESS 

1ST SESSION H. R. 1528 

To require the Securities and Exchange Commission to carry out a study 

of Rule 10b5–1 trading plans, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

MARCH 2, 2021 

Ms. WATERS introduced the following bill; which was referred to the 

Committee on Financial Services 

A BILL 

To require the Securities and Exchange Commission to carry 

out a study of Rule 10b5–1 trading plans, and for other 

purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Promoting Trans5 parent Standards for Corporate Insiders Act’’. 

6 SEC. 2. SEC STUDY. 

7 (a) STUDY.— 

8 (1) IN GENERAL.—The Securities and Ex9 change Commission shall carry out a study of 


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1 whether Rule 10b5–1 (17 CFR 240.10b5–1) should 

2 be amended to— 

3 (A) limit the ability of issuers and issuer 

4 insiders to adopt a plan described under para5 graph (c)(1)(i)(A)(3) of Rule 10b5–1 (‘‘trading 

6 plan’’) to a time when the issuer or issuer in7 sider is permitted to buy or sell securities dur8 ing issuer-adopted trading windows; 

9 (B) limit the ability of issuers and issuer 

10 insiders to adopt multiple trading plans; 

11 (C) establish a mandatory delay between 

12 the adoption of a trading plan and the execu13 tion of the first trade pursuant to such a plan 

14 and, if so and depending on the Commission’s 

15 findings with respect to subparagraph (A)— 

16 (i) whether any such delay should be 

17 the same for trading plans adopted during 

18 an issuer-adopted trading window as op19 posed to outside of such a window; and 

20 (ii) whether any exceptions to such a 

21 delay are appropriate; 

22 (D) limit the frequency that issuers and 

23 issuer insiders may modify or cancel trading 

24 plans; 


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1 (E) require issuers and issuer insiders to 

2 file with the Commission trading plan adop3 tions, amendments, terminations and trans4 actions; or 

5 (F) require boards of issuers that have 

6 adopted a trading plan to— 

7 (i) adopt policies covering trading 

8 plan practices; 

9 (ii) periodically monitor trading plan 

10 transactions; and 

11 (iii) ensure that issuer policies discuss 

12 trading plan use in the context of guide13 lines or requirements on equity hedging, 

14 holding, and ownership. 

15 (2) ADDITIONAL CONSIDERATIONS.—In car16 rying out the study required under paragraph (1), 

17 the Commission shall consider— 

18 (A) how any such amendments may clarify 

19 and enhance existing prohibitions against in20 sider trading; 

21 (B) the impact any such amendments may 

22 have on the ability of issuers to attract persons 

23 to become an issuer insider; 

24 (C) the impact any such amendments may 

25 have on capital formation; 


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1 (D) the impact any such amendments may 

2 have on an issuer’s willingness to operate as a 

3 public company; and 

4 (E) any other consideration that the Com5 mission considers necessary and appropriate for 

6 the protection of investors. 

7 (b) REPORT.—Not later than the end of the 1-year 

8 period beginning on the date of the enactment of this Act, 

9 the Commission shall issue a report to the Committee on 

10 Financial Services of the House of Representatives and 

11 the Committee on Banking, Housing, and Urban Affairs 

12 of the Senate containing all findings and determinations 

13 made in carrying out the study required under section (a). 

14 (c) RULEMAKING.—After the completion of the study 

15 required under subsection (a), the Commission shall, sub16 ject to public notice and comment, revise Rule 10b5–1 

17 consistent with the results of such study. 

Æ 


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