On June 28, 2024, Treasury and the IRS filed final regulations regarding the payment and reporting aspects of the stock repurchase excise tax under section 4501 of the Code1 (Buyback Tax) (Final Regulations). The Final...more
The Background: The U.S. Treasury Department ("Treasury") issued regulations finalizing the reporting requirements on the 1% corporate stock buyback tax and starting the clock on the tax's first filing and payment deadline....more
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 April 12, 2024, the Department of the Treasury and the IRS published proposed regulations regarding the application of the stock repurchase excise tax under § 4501 of the Internal Revenue Code (the “Proposed Regulations”)....more
According to Bloomberg, there’s now a bipartisan push to re-propose the SEC’s stock buyback rule. As you may remember, the SEC’s Share Repurchase Disclosure Modernization rule, adopted in 2023, required quarterly reporting of...more
On April 12, 2024, the US Department of the Treasury and the IRS published proposed regulations (89 FR 25980 and 89 FR 25829, the “Proposed Regulations”) on the application of Section 4501, which imposes a 1% excise tax on...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
On December 19, 2023, the Fifth Circuit officially vacated the SEC’s share repurchase disclosure rules. As a result of the Court’s decision, companies will not need to comply with the now-vacated share repurchase disclosure...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 (the “SEC”) final rule adopting amendments to share repurchase disclosure requirements (US Chamber of...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 October 31, the Fifth Circuit issued an opinion in Chamber of Commerce of the USA v. SEC, granting the Chamber’s petition for review of the SEC’s Share Repurchase Disclosure Modernization rule. The Court held that the “SEC...more
On October 31, 2023, the Fifth Circuit ruled in Chamber of Commerce of the USA v. SEC that the SEC violated the Administrative Procedure Act when it adopted enhanced share repurchase disclosure rules. The Court provided the...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
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 Inflation Reduction Act of 2022 added Internal Revenue Code Section 4501, which imposes a 1% excise tax on certain repurchases of stock of publicly traded US corporations effected after December 31, 2022. As described 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 Securities and Exchange Commission (SEC) adopted amendments to modernize the disclosure requirements relating to share repurchases by issuers. The amendments include new tabular disclosures regarding daily...more
On May 3, the Securities and Exchange Commission (SEC) approved new final rules after an extended period of public comments and review, requiring public companies to: •Disclose information regarding executed corporate share...more
On May 3, 2023, the Securities and Exchange Commission adopted final rules regarding public company issuers' share repurchases and Rule 10b5-1 trading plans. Although the final rules are not as burdensome as the proposed...more