The NASPP Blog

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 24th Annual NASPP Conference is great way to get to know our many distinguished speakers and find out a little more about their sessions in advance of the Conference.

For our first “Meet the Speaker” interview, we feature Alan Dye of Hogan Lovells, who will lead the session “Section 16 & Insider Considerations in Today’s Market.” Here is what Alan had to say:

NASPP: Why is Section 16 compliance particularly timely right now?

Alan: Section 16 compliance is a particularly timely topic right now for two reasons.  First, the SEC has stepped up its Section 16(a) enforcement program, targeting more late filers of Forms 4 and increasing it monitoring of noncompliance through electronic surveillance techniques.  Second, the Section 16(b) plaintiffs bar is growing in size and becoming increasingly aggressive in pursuit of potential recoveries of short-swing profits.  These developments make it even more important than before that every public company have a qualified, knowledgeable person responsible for Section 16 compliance.

NASPP: What is one action should companies be taking now with respect to Section 16?

Alan: Companies should review their existing compliance program, including how they determine each insider’s beneficial ownership, how and from whom they receive information about insiders’ holdings and transactions, and how they keep insiders’ informed of the importance of restricting and monitoring the actions of their financial advisors, to be sure that the compliance program is designed and implemented to maximize filing compliance and minimize exposure to liability under Section 16(b) as well as the SEC’s antifraud rules.

NASPP: What is the worst Section 16 horror story you know?

Alan:  A Section 16 insider paid more than $30 million in short-swing profits, as calculated under the punitive “Smolowe rule” of matching the highest priced sale with the lowest priced purchase within six months, because the compliance staff didn’t fully understand the application of Section 16 to transactions in derivative securities.

NASPP: What is your favorite memory from a past NASPP Conference?

Alan: My favorite memory is of the first few NASPP Conferences, which seemed to be held in San Francisco in those days, and finding time to explore the city and even Napa Valley with other speakers.  Running into Conference speakers and attendees around town made the city and the Conference very personal.

Don’t miss Alan’s session “Section 16 & Insider Considerations in Today’s Market” at the NASPP Conference!

About the NASPP Conference

The 24th Annual NASPP Conference will be held from October 24-27 in Houston. This year’s program features close to 100 sessions on today’s most timely topics in stock and executive compensation; check out the full agenda and register today!