On November 22, 2023, the Securities and Exchange Commission announced that it has issued an order to postpone the effective date of its final share repurchase disclosure rule (the “Share Repurchase Final Rule”).  The Share Repurchase Final Rule, which we previously discussed on this blog, requires quantitative and qualitative disclosure of share repurchases on a quarterly or semi-annual basis, depending on

On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”) to its existing rules (the “Existing Rules”) regarding disclosures about purchases of an issuer’s equity securities by or on behalf of the issuer or an affiliated purchaser, commonly referred to as “buybacks.” The Amendments require

On May 3, 2023, the Securities and Exchange Commission voted (3-2) to adopt amendments requiring disclosures related to issuers’ share repurchases.  The amendments that were adopted are different from those that were proposed.  Notably, the amendments require issuers to disclose daily repurchase activities quarterly or semiannually in connection with their periodic filings. 

See the fact

On December 27, 2022, the US Treasury Department and the Internal Revenue Service (“IRS”) issued Notice 2023-2 (the “Notice”), which provides taxpayers interim guidance (until regulations are issued) on how the new 1% excise tax on stock-buybacks will be imposed and administered. The new 1% excise tax was enacted last summer as part of the

On December 7, 2022, the US Securities and Exchange Commission (SEC) issued a release (New Reopening Release), reopening the comment period on the share repurchase disclosure modernization rule changes that it proposed on December 15, 2021 (Share Repurchase Proposal). At the same time, the SEC made available a memorandum prepared by the staff of the

This practice note includes 10 practice tips that may help you, as counsel to a public company or a repurchase agent, in implementing a stock repurchase program on behalf of your client. A stock repurchase program enables a company to buy back a certain number of its outstanding securities. In recent years, the repurchase activity

March 7, 2022 Webinar, hosted by PLI
1:00pm – 2:00pm EST
Register here.

This session will provide an overview of the regulatory framework relating to company share buybacks, including the Rule 10b-18 safe harbor. The briefing will also cover the different ways in which companies may choose to structure share repurchases, and the advantages

January 26, 2022 Webinar
12:00pm – 1:00pm EST
Register here.

Various academic studies and some well-publicized sales by corporate executives made pursuant to 10b5-1 trading plans have drawn media scrutiny and attention from legislators, prompting calls for the SEC to take a closer look at the area. In addition, issuer share repurchase programs have