Sarbanes-oxley act of 2002

38 
Sec. 306 
SARBANES-OXLEY ACT OF 2002 
percent of the participants or beneficiaries under all indi-
vidual account plans maintained by the issuer to purchase, 
sell, or otherwise acquire or transfer an interest in any eq-
uity of such issuer held in such an individual account plan 
is temporarily suspended by the issuer or by a fiduciary of 
the plan; and 
(B) does not include, under regulations which shall be 
prescribed by the Commission— 
(i) a regularly scheduled period in which the par-
ticipants and beneficiaries may not purchase, sell, or 
otherwise acquire or transfer an interest in any equity 
of such issuer, if such period is— 
(I) incorporated into the individual account 
plan; and 
(II) timely disclosed to employees before be-
coming participants under the individual account 
plan or as a subsequent amendment to the plan; 
or 
(ii) any suspension described in subparagraph (A) 
that is imposed solely in connection with persons be-
coming participants or beneficiaries, or ceasing to be 
participants or beneficiaries, in an individual account 
plan by reason of a corporate merger, acquisition, di-
vestiture, or similar transaction involving the plan or 
plan sponsor. 
(5) I
NDIVIDUAL ACCOUNT PLAN
.—For purposes of this sub-
section, the term ‘‘individual account plan’’ has the meaning 
provided in section 3(34) of the Employee Retirement Income 
Security Act of 1974 (29 U.S.C. 1002(34), except that such term 
shall not include a one-participant retirement plan (within the 
meaning of section 101(i)(8)(B) of such Act (29 U.S.C. 
1021(i)(8)(B))). 
(6) N
OTICE TO DIRECTORS
, 
EXECUTIVE OFFICERS
, 
AND THE
COMMISSION
.—In any case in which a director or executive offi-
cer is subject to the requirements of this subsection in connec-
tion with a blackout period (as defined in paragraph (4)) with 
respect to any equity securities, the issuer of such equity secu-
rities shall timely notify such director or officer and the Securi-
ties and Exchange Commission of such blackout period. 
(b) N
OTICE
R
EQUIREMENTS
TO
P
ARTICIPANTS
AND
B
ENE
-
FICIARIES UNDER
ERISA.— 
(1) 
(2) I
SSUANCE OF INITIAL GUIDANCE AND MODEL NOTICE
.— 
The Secretary of Labor shall issue initial guidance and a model 
notice pursuant to section 101(i)(6) of the Employee Retirement 
Income Security Act of 1974 (as added by this subsection) not 
later than January 1, 2003. Not later than 75 days after the 
date of the enactment of this Act, the Secretary shall promul-
gate interim final rules necessary to carry out the amendments 
made by this subsection. 
VerDate Mar 15 2010 
18:34 Dec 21, 2020
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December 21, 2020 
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As Amended Through P.L. 116-222, Enacted December 18, 2020

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