The SEC Increases Disclosure Requirements for Issuer Share Repurchases
This article focuses on the rule changes as they relate to reporting companies that are domestic issuers, even though certain of the amendments apply more broadly, such as to foreign private issuers.
July 31, 2023 at 09:41 AM
7 minute read
On May 3, the Securities and Exchange Commission (SEC) adopted amendments to the disclosure requirements relating to repurchases of an issuer's securities. The amended rules require companies to disclose on a quarterly basis quantitative information about their share repurchases and check a box indicating if certain directors or officers traded within four business days before or after the public announcement of an issuer's repurchase program. In addition, the amendments expand existing disclosure requirements so that issuers must disclose: the objectives or rationales for their repurchases and the process or criteria they used in determining the amount of repurchases, and any policies and procedures relating to purchases and sales of issuer securities during a repurchase program by the issuer's officers and directors, including any restriction on such transactions. Lastly, the SEC adopted new rules to require issuers to disclose on Forms 10-Q and 10-K whether they have adopted or terminated Rule 10b5-1 trading plans. The SEC's stated goals in adopting the amendments is to increase transparency and lessen information asymmetry, along with providing investors with material information to evaluate the purposes and effects of share repurchase programs. This article focuses on the rule changes as they relate to reporting companies that are domestic issuers, even though certain of the amendments apply more broadly, such as to foreign private issuers.
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