News & Analysis as of

Regulation S-K Stock Repurchases Form 10-K

Perkins Coie

Does Withholding of Taxes for an RSU Vesting Require Item 703 Disclosure?

Perkins Coie on

Item 703 of Regulation S-K requires, among other things, tabular disclosure of any purchase made by an issuer of shares that are registered under Section 12 of the Exchange Act. In our regular review of 10-K and 10-Q Item 703...more

Cooley LLP

It’s back to the future—or is it forward to the past?—on share repurchase disclosure

Cooley LLP on

On December 19, a Fifth Circuit panel pulled the plug on the SEC’s Share Repurchase Disclosure Modernization rule, issuing an opinion vacating the rule. On Friday last week, Corp Fin announced that, yes, the rule had been...more

Snell & Wilmer

Corporate Communicator - 2024 Annual Meeting Season

Snell & Wilmer on

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

Kelley Drye & Warren LLP

Update to SEC Share Repurchase Disclosure Amendments: Fifth Circuit Vacates SEC New Repurchase Rule

Kelley Drye & Warren LLP on

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

Dorsey & Whitney LLP

Prepare to Comply with SEC’s Share Repurchase Disclosure Rules

Dorsey & Whitney LLP on

Beginning with quarters ending on or after October 1, 2023, most US-listed issuers will be required to make more extensive disclosures on their share repurchase programs and insider transactions proximate to a program’s...more

Snell & Wilmer

Corporate Communicator - July 2023

Snell & Wilmer on

SEC Enhancement of Share Repurchase Disclosure Requirements - On May 3, 2023, the Securities and Exchange Commission (the “SEC”) announced its adoption of amendments to the provisions of Item 703 of Regulation S-K (“Item...more

Dinsmore & Shohl LLP

Regula Interruptus – Share Repurchase Disclosure Rule Delayed?

Dinsmore & Shohl LLP on

The SEC has published its final rule for the modernization of share repurchase disclosures. The final rule will require additional details of an issuer’s share repurchase activity. Unlike the previous requirements for share...more

Kelley Drye & Warren LLP

SEC Adopts Share Repurchase Disclosure Amendments

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

McCarter & English, LLP

SEC Issues New Rules for Public Company Stock Buybacks

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

Jones Day

SEC Adopts Final Rules Regarding Share Repurchases and Related Disclosures

Jones Day on

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

Kilpatrick

SEC Adopts New Share Repurchase Disclosure Rules

Kilpatrick on

On May 3, 2023, the Securities and Exchange Commission adopted amendments to modernize the disclosure requirements relating to repurchases of an issuer’s equity securities. The amendments are intended by the SEC to “improve...more

Vinson & Elkins LLP

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

Vinson & Elkins LLP on

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

Ballard Spahr LLP

SEC Adopts Amendments Regarding Share Repurchase Disclosure Modernization

Ballard Spahr LLP on

Summary - On May 3, 2022, the Securities and Exchange Commission (SEC) adopted final rules to modernize disclosure requirements relating to the repurchase by issuers of equity securities that are registered under the...more

BakerHostetler

SEC Adopts Amendments to Share Repurchase Disclosures

BakerHostetler on

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

Kramer Levin Naftalis & Frankel LLP

SEC Amends Share Repurchase Disclosure Rules

On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities...more

Polsinelli

The SEC's New Disclosure Requirements for Share Repurchases

Polsinelli on

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

McGuireWoods LLP

SEC Adopts Amendments to Modernize Share Repurchase Disclosure

McGuireWoods LLP on

On May 3, 2023, the U.S. Securities and Exchange Commission (SEC), by a vote of 3-2, adopted amendments to modernize the disclosure requirements relating to issuers’ repurchases of their equity securities that are registered...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

Jenner & Block

Client Alert: SEC Adopts Amendments Requiring Additional Disclosures about an Issuer’s Share Repurchases

Jenner & Block on

On May 3, 2023, the Securities and Exchange Commission (the SEC) adopted amendments that increase the amount of disclosure an issuer must provide regarding its repurchases of its equity securities that are registered under...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

Troutman Pepper

SEC Adopts Final Rule Amendments That Increase Disclosures Relating to Share Repurchases

Troutman Pepper on

On May 3, the Securities and Exchange Commission (SEC) adopted rule amendments regarding disclosures about repurchases of an issuer's equity securities, or issuer stock buybacks. The final rule and fact sheet can be found...more

WilmerHale

SEC Adopts Amendments to Issuer Repurchase Disclosure

WilmerHale on

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

Locke Lord LLP

SEC Adopts Revised Stock Buyback Disclosure Requirements

Locke Lord LLP on

On May 3, 2023, the SEC adopted final rules relating to corporate stock buybacks. The new rules have some significant differences from those the SEC proposed in December 2021. While the new rules do require significantly...more

Cooley LLP

SEC Final Share Repurchase Disclosure Rules Less Burdensome Than Expected

Cooley LLP on

On May 3, 2023, the Securities and Exchange Commission (SEC) voted at an open meeting to adopt final rules to require enhanced disclosure about issuer share repurchases under the Securities Exchange Act of 1934, as amended....more

Womble Bond Dickinson

SEC Adopts Rules to Modernize Share Repurchase Disclosure

Womble Bond Dickinson on

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

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