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Insider Trading Policy

Draft Compliant Insider Trading Policies in Minutes

15 minutes with CaseMark

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Insider Trading Policy

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Insider Trading Policy

Overview

Creating a comprehensive insider trading policy requires extensive research across SEC regulations, federal securities laws, and industry best practices. Corporate counsel spend hours searching for current compliance requirements, verifying citations from SEC.gov and the Federal Register, and ensuring all necessary sections meet legal standards—all while keeping pace with regulatory updates.

Creating comprehensive insider trading policies requires deep securities law expertise, constant monitoring of SEC rule changes, and extensive customization to company-specific circumstances. Manual drafting takes 12+ hours and risks missing critical compliance requirements like the 2022 Rule 10b5-1 amendments or industry-specific trading risks.

CaseMark generates fully customized, SEC-compliant insider trading policies incorporating current regulations, Rule 10b5-1 safe harbors, blackout procedures, and enforcement frameworks. The AI analyzes your corporate documents to tailor definitions, examples, and procedures to your company's structure, listing status, and industry.

How it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

  4. 4. Export in your preferred format (DOCX, PDF)

What you get

  • Introduction

  • Definitions

  • Who Are Insiders

  • Prohibited Activities

  • Handling Material Nonpublic Information

  • Permitted Trading and Exceptions

  • Reporting and Compliance Procedures

  • Consequences of Violations

  • Acknowledgment

What it handles

  • Introduction

  • Definitions

  • Who Are Insiders

  • Prohibited Activities

  • Handling Material Nonpublic Information

  • Permitted Trading and Exceptions

  • Reporting and Compliance Procedures

  • Consequences of Violations

  • Acknowledgment

Required documents

  • Company Information

    Corporate charter, bylaws, or organizational documents containing legal name, state of incorporation, and stock exchange listing status

    PDF, DOCX, TXT

Supporting documents

  • Existing Governance Policies

    Current code of conduct, ethics policies, or prior insider trading policies for consistency and integration

    PDF, DOCX

  • Organizational Chart

    Company structure showing Section 16 officers, departments with access to material information, and reporting relationships

    PDF, XLSX, DOCX

  • Stock Plan Documents

    Equity incentive plans, employee stock purchase plans, or option agreements to address permitted transactions

    PDF, DOCX

Why teams use it

Automated research from SEC.gov, Federal Register, and authoritative legal sources with verified citations

Complete 9-section policy covering all compliance requirements from definitions to acknowledgment

Built-in Rule 10b5-1 plan guidance and recent SEC amendment integration

Reduce policy drafting time from 6+ hours to under 15 minutes

Ensure compliance with current securities laws and corporate governance best practices

Questions

Does this policy comply with the SEC's 2022 amendments to Rule 10b5-1?

Yes, CaseMark incorporates all 2022 SEC amendments including the enhanced cooling-off periods (90 days for directors and officers, 30 days for others), limitations on multiple overlapping trading plans, and required good faith certifications at plan adoption. The policy reflects current SEC guidance on trading plan requirements and safe harbor conditions.

Can the policy be customized for private companies or pre-IPO startups?

Absolutely. While the policy is designed for public companies subject to SEC reporting, CaseMark can adapt the framework for private companies by adjusting Section 16 reporting requirements, modifying blackout period triggers, and focusing on common law fiduciary duties rather than SEC enforcement. The core prohibitions on trading with material nonpublic information apply regardless of public/private status.

How does the policy address trading in other companies' securities?

The policy includes comprehensive provisions prohibiting trades in any company's securities when employees possess material nonpublic information obtained through their position. This commonly arises in M&A situations, partnerships, or supplier/customer relationships. CaseMark provides specific examples and guidance on identifying when information about third-party companies triggers trading restrictions.

What training and certification requirements are included?

The policy establishes mandatory initial and annual training programs for all covered persons, with enhanced training for individuals with regular access to material information. It includes annual written certifications confirming policy receipt, understanding, and compliance, plus acknowledgment forms for new hires and directors. CaseMark generates the certification language and tracking procedures.

How are blackout periods and pre-clearance procedures structured?

CaseMark creates quarterly blackout periods typically beginning two weeks before quarter-end and ending two trading days after earnings release, plus event-specific blackouts for material developments. Pre-clearance procedures require Section 16 officers and directors to obtain written approval before any trade, with approval valid for only 2-3 trading days. The policy designates the compliance officer and establishes request/approval workflows.

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