What Are the Blackout Period Notice Requirements?
An issuer must provide notice of a blackout period to its directors and executive officers, as well as to the SEC. Regulation BTR contains specific content requirements for the notice. A notice is timely if it is provided no later than five business days after the issuer receives notice of an ERISA blackout period from the plan administrator, as required by U.S. Department of Labor rules (see below), or, if the issuer does not receive such notice, the notice is provided at least 15 calendar days in advance of the start of the blackout period. Potential relief for an issuer is available where the notice is not timely provided due to events that were unforeseeable to, or circumstances that were beyond the reasonable control of, the issuer and the issuer makes a reasonable determination of such events or circumstances in writing. Notice is deemed “provided” as of the date of its mailing or electronic transmission. Simultaneous notice to the SEC is designed to ensure widespread disseminati
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- What Are the Blackout Period Notice Requirements?
