SEC proposes major reform of share repurchase disclosure

SEC Update

On December 15 the SEC proposed new and amended rules that would require most reporting companies to provide more frequent and extensive disclosures about their share repurchase activity. 

A company engaged in share repurchases would be obligated to report repurchase information on a new Form SR by the end of the first business day following each day on which it executed a repurchase. In addition, in its quarterly share repurchase disclosure, the company would be required to report additional information that would include the purpose or rationale for the repurchases, the criteria the company used to determine the repurchase amounts, and a description of any policies and procedures relating to purchases or sales of the company’s securities by its directors or officers during the repurchase program.

The proposed amendments would apply to all registrants, including foreign private issuers and registered closed-end investment companies, with a class of equity security registered under Section 12 of the Exchange Act.

The SEC’s proposing release (Release No. 34-93783), which can be accessed here, solicits comments on a wide range of issues relating to the proposal. The comment period will be open for 45 days after the release is published in the Federal Register.

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Authored by Alan Dye (co-editor), Richard Parrino (co-editor), Alex Bahn, and Kevin Greenslade.

Contacts
Alan Dye
Partner
Washington, D.C.
Richard Parrino
Partner
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Alex Bahn
Partner
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Kevin Greenslade
Partner
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Steve Abrams
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Richard Aftanas
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John Beckman
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David Bonser
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Brian O'Fahey
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Les Reese
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Richard Schaberg
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Abigail Smith
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Andrew Zahn
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Tifarah Allen
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Stephen Nicolai
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