I’m into footnotes for Section 16 reports. They help provide clarity and eliminate confusion. They help companies look like they’re not hiding the ball. And allow shareholders to understand details of a transaction that might not be evident just from the disclosures in the tables. A good example is using footnotes liberally to denote that an insider’s transaction occurred pursuant to a Rule 10b5-1 plan. An insider’s reputation can take a big hit if a…

The Caller ID shows the SEC calling from a “202” area code. A small pit forms in your stomach. What did we do wrong? The SEC Staffer asks for an email address to send a comment letter, weighing in on your recent 10-K filing and you are left waiting nervously for a couple hours to find out how bad (or good) the comments are……

SEC Chair Gary Gensler gave a speech yesterday in which he talked about his request to the Staff that they make recommendations to the Commissioners regarding “freshening up” Rule 10b5-1. Gensler enumerated several “loopholes” in current Rule 10b5-1: no required cooling-off period before trades can be made under plans; no limitations on cancelling 10b5-1 plans (an executive could theoretically cancel a plan while in possession of MNPI); no mandatory disclosure requirements regarding adoption, modification and…