Memorandum: Obligations of Directors and Officers under Section 16

Section 16 of the Exchange Act imposes certain filing obligations on company “insiders” (such as officers and directors) relating to their acquisition and disposition of company securities, as well as certain prohibitions against short sales of company securities, and requires disgorgement of short-swing profits. Use this template to draft a memorandum to the directors and officers of a public company advising them of their obligations under Section 16 with respect to their ownership of and transactions in the company's securities.

READ NOW »

Related Content

• Section 16 Forms: Guidance for Completing, Filing, and Amending
  Make sure your client’s Section 16 forms are in order and timely filed.

• Section 16 Compliance, Insiders, and Liability
  Get an overview of the obligations and risks insiders face.

• Power of Attorney (To File Forms 3, 4 and 5 under Section 16(a))
  Draft this power of attorney to get permission to file these forms on behalf of insiders.

• Section 16(b) Exemption Flowchart
  Refer to this flowchart as a quick check of whether a transaction must be reported.

Practical Guidance Updates 
Featuring the latest updates from your Practical Guidance account.  

• Listen Up! The Practical Guidance Podcast features interviews with industry-leading attorneys on cutting edge issues in the law: NFTs, Cannabis, COVID-19, and more.
• Share fundamental guidance with your firm’s associates to help them sharpen their research and writing skills, get the inside scoop on first year associate survival, and hit the ground running. Review the resources in the First Year Associate Resource Kit: Capital Markets & Corporate Governance
• Legal Developments provide the latest updates and analyses of emerging topics impacting your practice area. Visit the Legal Developments page to see the latest topics, which also include breaking legal news and related Practical Guidance content.
• The Practical Guidance Journal Fall Edition features impacts of the U.S. Supreme Court’s decision in Dobbs v. Jackson Women’s Health Organization, 2022 U.S. LEXIS 3057 (June 24, 2022), on employers, healthcare, insurance, and privacy concerns, and tracks the status of state law changes.
• Check out the new Practical Guidance Author Center! Learn about the 1500+ leading attorney authors contributing to our 22 practice areas, and find out how you can Become a Practical Guidance Author.

Experience results today with practical guidance, legal research, and data-driven insights—all in one place.

Experience Lexis+