In prior bulletins from February 2023 and December 2022, we described a notice from the Internal Revenue Service (IRS) that outlined the rules that the IRS intended to issue with respect to the 1% stock buyback excise tax....more
On December 29, 2023, the Indonesia's Financial Services Authority (Otoritas Jasa Keuangan or "OJK") issued a new regulation, OJK Regulation No. 29 of 2023 (the "New Regulation"), which revokes the previous OJK Regulation No....more
On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction...more
On April 9, 2024, the U.S. Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued long-awaited proposed regulations under Section 45011 relating to the one percent stock buyback excise tax. This...more
One notable feature of the stock market in 2024 is the number of public companies announcing share buybacks and the expectation that this trend will continue. While share buybacks are generally well-received by investors,...more
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
On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC) share repurchase modernization rules. The court had previously ordered the SEC to correct certain...more
On December 19, 2023, the Fifth Circuit Court of Appeals vacated the SEC’s share repurchase disclosure rule, which required issuers to: (i) report daily aggregate share repurchase data on a quarterly basis, (ii) indicate if...more
On November 14, 2023, the Securities and Exchange Commission announced a settled enforcement action against Charter Communications, Inc. (“Company”) imposing a $25 million civil penalty over allegations that the Company had...more
On August 4, 2023, the Department of Finance released a revised version of its proposed 2% equity buyback tax (“Buyback Tax”) that will apply to relevant transactions that occur on or after January 1, 2024....more
As previously reported, the Securities and Exchange Commission (SEC) adopted amendments earlier this year to modernize existing disclosure requirements relating to companies’ repurchases of their equity securities. For...more
The Nature of Short Selling Attacks and Short Reports - Short selling attacks create unique challenges for boards, management teams and companies. Unlike traditional long activists, whose ultimate goal is to enhance...more
Short sellers make their money by publishing information that attacks a company in order to drive down its share price. How can a company prepare? And what should it not do in the face of a short attack? We offer some tips in...more
On June 29, 2023, the Internal Revenue Service (IRS) issued Announcement 2023-18 (the Announcement), which provides transitional guidance with respect to the stock repurchase excise tax under section 4501 (the Buyback Tax)....more
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
Rulemaking Background - On Dec. 15, 2021, the SEC proposed amendments to the disclosure requirements regarding purchases of equity securities made by or on behalf of an issuer or any affiliated purchaser....more
On May 3, 2023, the Securities and Exchange Commission (the “SEC”) adopted new rules and related amendments regarding disclosure of share repurchase programs by corporate issuers and their affiliated purchasers. These...more
On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more
The US Securities and Exchange Commission (SEC) adopted amendments that will expand quarterly disclosure of share repurchases in Form 10-Q quarterly reports and Form 10-K annual reports filed by domestic operating companies....more
At an open meeting last week, the SEC voted three to two to adopt a proposal intended to modernize and improve disclosure regarding company stock repurchases. Issuers have something to be relieved about and something to be...more
On May 3, 2023, the US Securities and Exchange Commission (the "SEC") adopted rule amendments to expand the disclosure requirements for issuer stock repurchases. These amendments: - Tabular Disclosure: Create a new...more
On May 3, 2023, the U.S. Securities and Exchange Commission adopted amendments (the share repurchase amendments) to its rules regarding disclosure of securities repurchase programs (also known as share buybacks) by companies...more
On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted final share repurchase disclosure rules “to modernize and improve disclosure about repurchases of an issuer’s equity securities that are registered...more
On April 26, 2023, the U.S. Securities and Exchange Commission (SEC) published a notice of an open meeting to be held next Wednesday, May 3, 2023, to consider whether to adopt rules requiring additional disclosures relating...more
As part of the 2023 federal budget, tabled on March 28, 2023, the government has introduced draft legislation to implement a new 2% tax on share buybacks that was first announced in November 2022 as part of the government’s...more