Section 955 of the Dodd-Frank Act requires the SEC to promulgate rules which require issuers to disclose policies regarding employee and director hedging of equity securities. While we cannot predict what rules the SEC may ultimately adopt, issuers may wish to familiarize themselves with current publicly disclosed practices. We found the following examples on EDGAR, most of which are short and sweet.
Microsoft—September 30, 2010
The Board of Directors and our executive officers are prohibited from hedging their ownership of Microsoft stock, including trading in publicly-traded options, puts, calls, or other derivative instruments related to Microsoft stock or debt.
Comcast—April 9, 2010
Our policy prohibits any named executive officer from buying or selling any of our securities or options or derivatives with respect to our securities without obtaining prior approval from our General Counsel. This seeks to assure that the named executive officers will not trade in our securities at a time when they are in possession of inside information. We do not have a policy that specifically prohibits our named executive officers from hedging the economic risk of stock ownership. However, federal securities laws generally prohibit our named executive officers from selling “short” our stock.
American International Group—April 12, 2010
AIG’s Code of Conduct prohibits employees from engaging in any hedging transactions with respect to any of AIG’s securities including trading in any derivative security relating to AIG’s securities.
Boston Scientific—March 26, 2010
Our executive officers, including our NEOs, are prohibited from entering into transactions which “hedge” the value of Boston Scientific stock.
ACL Semiconductor-November 1, 2010
We do not permit the Named Executive Officers to “hedge” ownership by engaging in short sales or trading in any options contracts involving our securities.
MGP Ingredients—September 9, 2010
We do not have a hedging policy, but our code of conduct prohibits short sales and trading in our stock on a short term basis.
Global Payments—August 20, 2010
Our insider trading policy prohibits directors and employees from engaging in any transaction in which they profit if the value of the Company’s Common Stock falls.
Retractable Technologies—August 12, 2010
We prohibit certain stock transactions by employees and Directors, including:
1. Purchases and sales of stock within a six month period;
2. Short sales; and
3. Transactions in puts, calls, or other derivative securities.
Furthermore, employees and Directors are required to pre-clear any hedging transactions.