News & Analysis as of

Disclosure Requirements Securities and Exchange Commission (SEC) 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

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for December 2023

To provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important and interesting SEC enforcement developments from the past month, with links to primary resources....more

Mintz - Securities & Capital Markets...

Court Vacates SEC’s New Share Repurchase Disclosure Rules

On December 19, 2023, the US Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC) share repurchase disclosure rules, which were adopted in May 2023 and became effective on July 31,...more

Wilson Sonsini Goodrich & Rosati

SEC Share Repurchase Disclosure Rule Vacated

On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the Share Repurchase Disclosure Modernization rule (Repurchase Rule) that was adopted by the U.S. Securities and Exchange Commission (SEC) in May...more

Troutman Pepper

SEC Unable to Correct Defects of Share Repurchase Disclosure Modernization Rule

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On November 22, the Securities and Exchange Commission (SEC) issued an order postponing the Share Repurchase Disclosure Modernization Rule (the Repurchase Rule). The SEC’s announcement followed the U.S. Court of Appeals for...more

King & Spalding

New Share Repurchase Rules on Ice Following Fifth Circuit Decision

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As a result of a recent decision by the Fifth Circuit Court of Appeals, the SEC’s previously adopted Share Repurchase Disclosure Modernization Rule has been put on hold. While the SEC may appeal the final decision (if and...more

Troutman Pepper

SEC Postpones Effective Date of Share Repurchase Disclosure Modernization Rule

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On November 22, the Securities and Exchange Commission (SEC) issued an order postponing the Share Repurchase Disclosure Modernization Rule (the Repurchase Rule). The SEC’s announcement follows the U.S. Court of Appeals for...more

Bass, Berry & Sims PLC

SEC Stays Repurchase Disclosure Rules and the Fifth Circuit Denies SEC’s Motion for Additional Time to Cure Rule Defects

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On November 22, the Securities and Exchange Commission (SEC) stayed the recently enacted Share Repurchase Disclosure Modernization Rule (Repurchase Disclosure Rule) pursuant to section 705 of the Administrative Procedure Act...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

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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...

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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...

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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

Husch Blackwell LLP

SEC Heightens Issuers' Share Repurchase Disclosure Requirements

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On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the disclosure requirements relating to issuers’ repurchases of their equity securities. As outlined below, the amendments require additional...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

Vinson & Elkins LLP

V&E Quarterly Securities & ESG Updates - Summer 2023

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Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more

Paul Hastings LLP

Public Company Watch

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In the May edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new disclosure requirements for issuers’ repurchases of equity securities; In Re Edgio Inc. Stockholders...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

Vinson & Elkins LLP

Finding Safe Harbor: New Share Repurchase Reporting Requirements Allow SEC to Better Monitor Rule 10b-18

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The Securities and Exchange Commission (“SEC”) will soon have the tools necessary to enforce its longstanding rules regarding share repurchases. On May 3, 2023, the SEC adopted new rules to “modernize” its repurchase...more

Foley Hoag LLP

Heightened Share Repurchase Disclosure Adopted by SEC

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The U.S. Securities and Exchange Commission (SEC) has adopted final rules that seek to modernize and improve disclosures related to stock buyback programs. The rules apply to all domestic issuers, Listed Closed-End Funds and...more

Morrison & Foerster LLP

U.S. SEC Adopts Share Repurchase Disclosure Rules

On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more

Katten Muchin Rosenman LLP

Navigating the Regulatory Landscape – SEC Adopts New Rules Requiring Increased Disclosure on Stock Buybacks – Including Quarterly...

On May 3, 2023, by a 3-2 vote, the Securities and Exchange Commission (SEC) adopted amendments to disclosure rules (the “new buyback disclosure rules”) relating to repurchases of equity securities by issuers (or repurchases...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Final Rules for Additional Disclosure of Share Repurchases

No Next-Business-Day Reporting Requirement - On May 3, 2023, the Securities and Exchange Commission (SEC) approved final rules governing disclosure of repurchases of issuers' equity securities that are registered under the...more

Paul Hastings LLP

SEC Adopts Amendments to Share Repurchase Disclosure Requirements

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On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted new enhanced disclosure requirements for issuers’ repurchases of equity securities. The amendments require issuers to provide the following...more

Venable LLP

Disclosure Implications of the SEC’s Stock Repurchase Amendments

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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

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