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
SEC Votes to Adopt Share Repurchase Disclosure Modernization
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…
Upcoming SEC Open Meeting May 3, 2023
The Securities and Exchange Commission will hold an open meeting on May 3, 2023 at 10 a.m., which will be available to via webcast, the link will be posted shortly before the start of the meeting on the SEC website.
The Division of Corporation Finance will present on share repurchase disclosure modernization. The Commission will…
1% Stock Buyback Tax: US Treasury, IRS Release Interim Guidance
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…
SEC Reopens Share Repurchase Disclosure Modernization Comment Period
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…
MB Microtalk: Rule 10b5-1 and Share Repurchase Disclosure
In this MB Microtalk video, Mayer Brown counsel, Laura Richman, discusses the US Securities and Exchange Commission’s proposed amendments to Rule 10b5-1 and share repurchase disclosures which could change the way companies conduct buybacks.
Visit our MB Microtalk page for more topics and talks.
Top 10 Practice Tips: Stock Repurchase Programs
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…
Share Repurchase Programs, Rule 10b-18 and SEC-Proposed Amendments Impacting Buybacks
March 7, 2022 Webinar, hosted by PLI
1:00pm – 2:00pm EST
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…
Rule 10b5-1 and Share Repurchase Disclosures
January 26, 2022 Webinar
12:00pm – 1:00pm EST
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…
SEC Proposes New Rules on Share Repurchase Disclosure
On December 15, 2021, the US Securities and Exchange Commission (the “SEC”) issued proposed amendments to its 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 Proposed Amendments would apply to issuers that repurchase securities registered…