Thomas Rafferty Goldberg , JD

Thomas drafts, reviews, and monitors Rule 10b5-1 trading plans for senior employees and officers of public companies. Most of his clients are VPs, SVPs, and Section 16 insiders whose scheduled sales would otherwise be stuck inside 30-day trading windows. He has a running list of every material nonpublic information disclosure date across his client base, because the cooling-off rules turn ordinary calendar planning into a compliance exercise.

The issue he gets pulled into most is plan-modification timing. Take a Chief Product Officer who adopted a plan in February 2024, scheduled quarterly sales of 25,000 shares at a $180 limit price, and now in October wants to amend the schedule because the stock is trading at $240 and the dollar amount per tranche is much higher than the client budgeted around. Under the 2023 amendments, canceling and replacing a plan restarts the cooling-off clock at 90 days or two business days after the next quarterly earnings release, whichever is longer. Thomas times amendments to the open window that follows earnings and builds documentation showing the client was not aware of material nonpublic information at adoption. A sloppy amendment can invalidate the affirmative defense for every trade that follows.

He reviews content on 10b5-1 adoption, cooling-off periods, and the interaction between trading plans and Rule 144 volume limits.