News & Analysis as of

Corporate Governance Repurchases

Latham & Watkins LLP

Court Invalidates SEC's Share Repurchase Disclosure Requirements

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On November 22, 2023, the SEC postponed its new share repurchase disclosure rules in response to an adverse decision by the Fifth Circuit Court of Appeals in a case challenging those rules under the Administrative Procedure...more

McDermott Will & Emery

Requirement for Enhanced Share Repurchase Disclosures in Periodic Reports Delayed

McDermott Will & Emery on

On November 22, 2023, the US Securities and Exchange Commission (SEC) issued an order postponing the effective date for the new share Repurchase Rule (88 Fed. Reg. 36002 (June 1, 2023)) pending further SEC action. The SEC’s...more

Keating Muething & Klekamp PLL

SEC Postpones Share Repurchase Modernization Disclosure Rules

On November 22, 2023, the SEC issued an order postponing the effective date of rules that would require issuers to include detailed disclosures in periodic reports related to their share repurchases (the “Repurchase Rule”)....more

A&O Shearman

SEC Postpones Effective Date of New Stock Buyback Disclosure Requirements

A&O Shearman on

The Securities and Exchange Commission (SEC) announced today that it has issued an order postponing the effective date of its Share Repurchase Disclosure Modernization rule and, as a result, the rule is stayed pending further...more

Wilson Sonsini Goodrich & Rosati

SEC Stays Share Repurchase Disclosure Rules

On November 22, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it issued an order postponing the effective date of the share repurchase disclosure rule (Repurchase Rule).[1] The Repurchase Rule was...more

BakerHostetler

SEC Amendments Requiring Enhanced Share Repurchase Disclosure Hang in the Balance After Federal Appeals Court Directs SEC To...

BakerHostetler on

A federal appeals court has directed the Securities and Exchange Commission (SEC) to rework certain regulatory amendments, adopted in May 2023, requiring public companies to provide enhanced disclosures on repurchases of...more

BCLP

Fifth Circuit Sends SEC Back to Cost-Benefit Drawing Board to Substantiate Its New Stock Repurchase Disclosure Rules Within 30...

BCLP on

On October 31, 2023, the Fifth Circuit ruled in Chamber of Commerce v. SEC that the SEC acted arbitrarily and capricious, in violation of the Administrative Procedure Act, when it adopted the new share repurchase disclosure...more

WilmerHale

Preparing for New Issuer Repurchase Disclosures

WilmerHale on

In May 2023, the Securities and Exchange Commission (SEC) amended its rules to significantly increase the disclosures public companies must make about repurchases of their equity securities. The recent amendments are the...more

Venable LLP

Disclosure Implications of the SEC’s Stock Repurchase Amendments

Venable LLP on

On May 3, 2023, the Securities and Exchange Commission (the “SEC”), in a 3-to-2 vote, adopted1 amendments significantly increasing disclosure requirements for public companies and certain investment companies with respect to...more

Akin Gump Strauss Hauer & Feld LLP

SEC Adopts Amendments Regarding Share Repurchase Disclosure

On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments requiring disclosure related to issuers’ share repurchases. Item 703 of Regulation S-K currently requires issuers to disclose information about...more

Womble Bond Dickinson

SEC Adopts Rules to Modernize Share Repurchase Disclosure

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On May 3, the SEC adopted new rules for disclosure of company repurchases of equity securities. The amendments are intended to improve the information investors receive to better assess the efficiency of, and motives behind,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden’s 2023 Insights – Five Critical Areas for the Year Ahead

The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more

Latham & Watkins LLP

Navigating Debt Repurchases in Europe: What You Need to Know - October 2022 #2

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This Client Alert examines the key issues that typically arise in connection with debt repurchase programs. It also looks at issues applicable to both bond and loan repurchases, as well as jurisdictional issues raised by the...more

Womble Bond Dickinson

SEC Proposes New Rules for Share Repurchases and Rule 10b5-1 and Insider Trading Matters

Womble Bond Dickinson on

On December 15, the SEC proposed rules to address two stated priorities for the agency under Chair Gary Gensler: modernizing disclosure of share repurchases and curbing perceived abuses around Rule 10b5-1 and insider trading....more

Wilson Sonsini Goodrich & Rosati

ISS Releases 2020 Benchmark Policy Updates and Proxy Voting Guidelines

On November 11, 2019, Institutional Shareholder Services (ISS) released its 2020 Proxy Voting Guidelines, which are generally effective for meetings on or after February 1, 2020....more

Stinson - Corporate & Securities Law Blog

ISS Announces 2020 Benchmark Policy Updates

ISS has announced its 2020 policy updates.  The summary below is largely extracted from ISS’ executive summary or the commentary in the updated policies....more

Snell & Wilmer

Delaware Supreme Court: No Duty to Buy Out Minority Shareholders in Closely Held Corporations

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The Delaware Supreme Court recently considered whether the directors of a closely held corporation had a duty under common law fiduciary principles to repurchase a minority shareholder’s shares. The court also considered...more

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