“(a) Prohibition.—Not later than 1 year after the date of enactment of this section, the Commission shall issue rules that require each issuer that is subject to reporting requirements under section 13(a) or 15(d) to establish and maintain policies, controls, and procedures that are reasonably designed to prohibit executive officers and directors of the issuer from purchasing, selling, or otherwise transferring any equity security of the issuer, directly or indirectly—

“(1) subject to subsection (b)(3)(C), with respect to an event described in any of sections 1 through 6 of Form 8–K, during the period beginning on the date on which the event occurs and ending on the date on which the issuer files or furnishes a current report on Form 8–K with respect to the event; and

“(2) with respect to an event described in section 7 or 8 of Form 8–K, during the period beginning on the date on which the issuer determines that the issuer will disclose the event and ending on the date on which the issuer files or furnishes a current report on Form 8–K with respect to the event.

“(b) Permissible transactions.—In issuing rules under subsection (a), the Commission—

“(1) may exempt from those rules certain transactions as the Commission determines to be appropriate, including those transactions that—

“(A) occur automatically;

“(B) are made pursuant to an advance election; or

“(C) except as provided in paragraph (2), involve a purchase or sale of equity securities that satisfies the conditions under section 240.10b5–1(c) of title 17, Code of Federal Regulations, or any successor regulation;

“(2) may not exempt from those rules a transaction made by an executive officer or director of an issuer under a plan that—

“(A) is described in section 240.10b5–1(c)(1)(i)(A)(3) of title 17, Code of Federal Regulations, or any successor regulation; and

“(B) was adopted—

“(i) with respect to an event described in sections 1 through 6 of Form 8–K, during the period beginning on the date on which the event occurred and ending on the date on which the issuer files or furnishes a current report on Form 8–K with respect to the event; and

“(ii) with respect to an event described in section 7 or 8 of Form 8–K, during the period beginning on the date on which the issuer determines that the issuer will disclose the event and ending on the date on which the issuer files or furnishes a current report on Form 8–K with respect to the event; and

“(3) shall exempt from those rules—

“(A) issuers that are required to adopt and administer a code of ethics under section 270.17j–1 of title 17, Code of Federal Regulations, or any successor regulation;

“(B) any other issuer that is registered under the Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) and the investment advisers of which are required to adopt and administer a code of ethics under section 275.204A–1 of title 17, Code of Federal Regulations, or any successor regulation; and

“(C) any event—

“(i) that is described in any of sections 1 through 6 of Form 8–K; and

“(ii) with respect to which the issuer has announced the event in a press release or other method of dissemination that complies with the method of public disclosure described in section 243.101(e)(2) of title 17, Code of Federal Regulations, or any successor regulation.

“(c) Rule of construction.—Any reference in this section to a section of Form 8–K shall be construed to refer to that section of Form 8–K as in effect on the date of enactment of this section.”.