Corporate Governance Update

New SEC Rules Will Require More Detailed, Periodic Disclosure of Corporate Buybacks and Issuer Rule 10b5-1 Plans

May 8, 2023

On May 3, 2023, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, adopted rule amendments to require more detailed disclosure surrounding repurchases of an issuer’s registered equity securities, often called buybacks. The final rules require issuers to disclose a table of daily quantitative share repurchase information in quarterly or semi-annual reports. This periodic reporting of repurchase activity is a welcome change from the rule proposal, which contemplated next-day reporting of buybacks. The final rules also require narrative disclosure in periodic reports about an issuer’s repurchase programs and practices and details about an issuer’s adoption and termination of Rule 10b5-1 trading arrangements.

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