IIB 

117TH CONGRESS 

1ST SESSION H. R. 1528 

IN THE SENATE OF THE UNITED STATES 

APRIL 22, 2021 

Received; read twice and referred to the Committee on Banking, Housing, and 

Urban Affairs 

AN ACT 

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, 


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1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Promoting Trans3 parent Standards for Corporate Insiders Act’’. 

4 SEC. 2. SEC STUDY. 

5 (a) STUDY.— 

6 (1) IN GENERAL.—The Securities and Ex7 change Commission shall carry out a study of 

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

9 be amended to— 

10 (A) limit the ability of issuers and issuer 

11 insiders to adopt a plan described under para12 graph (c)(1)(i)(A)(3) of Rule 10b5–1 (‘‘trading 

13 plan’’) to a time when the issuer or issuer in14 sider is permitted to buy or sell securities dur15 ing issuer-adopted trading windows; 

16 (B) limit the ability of issuers and issuer 

17 insiders to adopt multiple trading plans; 

18 (C) establish a mandatory delay between 

19 the adoption of a trading plan and the execu20 tion of the first trade pursuant to such a plan 

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

22 findings with respect to subparagraph (A)— 

23 (i) whether any such delay should be 

24 the same for trading plans adopted during 

25 an issuer-adopted trading window as op26 posed to outside of such a window; and 


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1 (ii) whether any exceptions to such a 

2 delay are appropriate; 

3 (D) limit the frequency that issuers and 

4 issuer insiders may modify or cancel trading 

5 plans; 

6 (E) require issuers and issuer insiders to 

7 file with the Commission trading plan adop8 tions, amendments, terminations and trans9 actions; or 

10 (F) require boards of issuers that have 

11 adopted a trading plan to— 

12 (i) adopt policies covering trading 

13 plan practices; 

14 (ii) periodically monitor trading plan 

15 transactions; and 

16 (iii) ensure that issuer policies discuss 

17 trading plan use in the context of guide18 lines or requirements on equity hedging, 

19 holding, and ownership. 

20 (2) ADDITIONAL CONSIDERATIONS.—In car21 rying out the study required under paragraph (1), 

22 the Commission shall consider— 

23 (A) how any such amendments may clarify 

24 and enhance existing prohibitions against in25 sider trading; 


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1 (B) the impact any such amendments may 

2 have on the ability of issuers to attract persons 

3 to become an issuer insider; 

4 (C) the impact any such amendments may 

5 have on capital formation; 

6 (D) the impact any such amendments may 

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

8 public company; and 

9 (E) any other consideration that the Com10 mission considers necessary and appropriate for 

11 the protection of investors. 

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

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

14 the Commission shall issue a report to the Committee on 

15 Financial Services of the House of Representatives and 

16 the Committee on Banking, Housing, and Urban Affairs 

17 of the Senate containing all findings and determinations 

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

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

20 required under subsection (a), the Commission shall, 


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1 subject to public notice and comment, revise Rule 10b5– 

2 1 consistent with the results of such study. 

Passed the House of Representatives April 20, 2021. 

Attest: CHERYL L. JOHNSON, 

Clerk. 


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