News & Analysis as of

Insider Trading Stock Repurchases

Paul Hastings LLP

Public Company Update: Navigating the 2023 20-F Season: A Guide for Foreign Private Issuers

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As we head into year-end, annual reporting season for FPIs is just around the corner. FPIs are required to file an annual report on Form 20-F with the SEC within four months after the end of their fiscal year (or until April...more

Dorsey & Whitney LLP

Fifth Circuit Vacates SEC Rules for Share Repurchase Disclosure

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We had previously reported that beginning with the next annual report on Form 10-K, most US-listed issuers would be required to make more extensive disclosures on their share repurchase programs and insider transactions...more

Snell & Wilmer

Corporate Communicator - 2024 Annual Meeting Season

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Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season

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This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more

Perkins Coie

Preparing for the 2024 Public Company Reporting Season

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In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more

Bass, Berry & Sims PLC

[Webinar] 5th Annual Corporate & Securities Counsel Public Company Forum - December 12th, 11:00 am - 3:00 pm CST

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Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more

Husch Blackwell LLP

New Rule 10b5-1 Disclosure Requirements Prompt Issuers to Reconsider Existing Compliance

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On December 14, 2022, the Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements to address what it viewed as potentially abusive practices associated with Rule 10b5-1 plans,...more

WilmerHale

Preparing for New Issuer Repurchase Disclosures

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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

A&O Shearman

New Stock Buyback Disclosure Requirements

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On May 3, 2023, the SEC adopted new disclosure requirements for stock buybacks, including disclosure of daily share repurchase activity on a quarterly basis. These quarterly reports of daily share repurchase activity will be...more

Katten Muchin Rosenman LLP

SEC Adopts Amendments to Rule 10b5-1 Plan Requirements and Increases Disclosure Requirements Regarding Insider Trading Policies

On December 14, the Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 and related regulations governing "10b5-1 Plans." 10b5-1 Plans enable (1) public company insiders to sell their...more

Orrick, Herrington & Sutcliffe LLP

SEC’s Proposed Buyback Disclosure Rules: Actions Companies Should Consider Taking Now

In addition to the proposed rules regarding insider trading policies that we wrote about a few weeks ago, the Securities and Exchange Commission has also proposed amendments to its rules regarding disclosure about stock...more

Dechert LLP

U.S. SEC Proposes New Share Repurchase/Buyback Disclosure Rules and Amendments to 10b5-1 Plan Regime

Dechert LLP on

As expected, the U.S. Securities and Exchange Commission released two significant rule proposals for issuers on December 15, 2021—one regarding issuer share repurchases and the other regarding issuer and director and officer...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Announces Proposals Relating to Rule 10b5-1, Share Repurchases and Other Matters

On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed several amendments and new disclosure requirements intended to address what it perceives as potentially abusive practices engaged in by public...more

White & Case LLP

SEC Focuses on Potential Misuse of Material Non-Public Information in Stock Trades: Proposed Amendments Regarding Rule 10b5-1...

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To address what the SEC characterizes as "critical gaps" in its insider trading regime, on December 15, 2021, the Securities and Exchange Commission (the "SEC") voted unanimously to propose amendments to Rule 10b5-1 under 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

King & Spalding

SEC Proposes New Rules on Rule 10b5-1 Plans and Share Repurchases

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On December 15, 2021, the Securities and Exchange Commission (“SEC”) proposed new rules regarding Rule 10b5-1 plans and disclosure requirements for company share repurchases. The proposal regarding Rule 10b5-1 plans...more

Bass, Berry & Sims PLC

SEC Proposes New Rules for Share Repurchases and Rule 10b5-1 Plans

Bass, Berry & Sims PLC on

On December 15, the Securities and Exchange Commission (SEC) proposed enhanced disclosure requirements and amendments to the rules regarding issuer share repurchases and Rule 10b5-1 plans. The proposals related to Rule 10b5-1...more

Goodwin

SEC Proposes New Round of Money Market Fund Reforms

Goodwin on

In This Issue. The U.S. Securities and Exchange Commission (SEC) voted to propose money market fund reforms; the SEC also proposed amendments to Rule 10b5-1 trading plans and to modernize and improve share repurchase...more

Stinson - Corporate & Securities Law Blog

SEC Commissioners Explain Dissent from Enforcement Action Related to 10b5-1 Plan

We previously discussed an SEC enforcement action against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussion to be acquired by Marathon Petroleum Corp. in 2018....more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Finance Alert: Share Repurchases

In recent months, a number of companies have repurchased or announced plans to repurchase their shares. Management and boards of directors overseeing companies with significant cash stockpiles yet finding fewer mechanisms to...more

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