Guide to Section 16: Insider Reporting and Short-Swing Trading Liability

The passage of the Sarbanes-Oxley Act dramatically changed the reporting of insider transactions. The Act amended Section 16(a) to require directors, officers and 10 percent equity holders to report their purchases and sales of securities by the end of the second day following the transaction, or such other time established by the SEC where the two-day period is not feasible. The landmark legislation also mandated that transactions between officers or directors and their company previously reportable on an annual basis on Form 5 must now be reported within two business days on Form 4. Sarbanes-Oxley also required that the two-day statement reporting insider trades be filed electronically, and SEC rules require the electronic filing of Forms 3, 4 and 5. Moreover, the SEC must provide the two-day statement on a publicly accessible Internet site by the end of the business day following the filing. Finally, the company, if it maintains a corporate Web site, must provide the statement on that Web site by the end of the business day following the filing. The CCH Guide to Section 16: Insider Reporting and Short-Swing Trading Liability examines the recent changes effected by the Sarbanes-Oxley Act, as well as detailing the rules and interpretations and no-action letters on insider reporting under Section 16(a). In addition, the complex Section 16(b) short-swing trading prohibition is discussed.Hamilton, James is the author of 'Guide to Section 16: Insider Reporting and Short-Swing Trading Liability', published 2004 under ISBN 9780808011040 and ISBN 0808011049.