萨班斯法案（2002）Sec.306.(2)

　　(3)RULEMAKING AUTHORIZED.-The Commission shall,in consultation with the Secretary of Labor,issue rules to clarify the application of this subsection and to prevent evasion thereof.Such rules shall provide for the application of the requirements of paragraph(1)with respect to entities treated as a single employer with respect to an issuer under section 414(b),(c),(m),or(o)of the Internal Revenue Code of 1986 to the extent necessary to clarify the application of such requirements and to prevent evasion thereof.Such rules may also provide for appropriate exceptions from the requirements of this subsection,including exceptions for purchases pursuant to an automatic dividend reinvestment program or purchases or sales made pursuant to an advance election.

　　(4)BLACKOUT PERIOD.-For purposes of this subsection,the term"blackout period",with respect to the equity securities of any issuer-

　　(A)means any period of more than 3 consecutive business days during which the ability of not fewer than 50 percent of the participants or beneficiaries under all individual account plans maintained by the issuer to purchase,sell,or otherwise acquire or transfer an interest in any equity 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 participants 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 becoming 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 becoming participants or beneficiaries,or ceasing to be participants or beneficiaries,in an individual account plan by reason of a corporate merger,acquisition,divestiture,or similar transaction involving the plan or plan sponsor.