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 2023.[1] The Repurchase Rule would have required new share repurchase disclosures in upcoming periodic filings for the period ending December 31, 2023. With the Repurchase Rule vacated (and subject to future SEC guidance), companies should continue to disclose share repurchase information, aggregated on a monthly (rather than daily) basis, under the pre-existing version of Item 703 of Regulation S-K (reproduced in its entirety in the Appendix to this post).Continue Reading SEC Share Repurchase Disclosure Rule Vacated
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SEC Stays Share Repurchase Disclosure Rule
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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 discussed in our previous client alert. As a result of the SEC’s order, the Repurchase…
Continue Reading SEC Stays Share Repurchase Disclosure RuleCharter Communications Fined $25 Million for Violating Stock Buyback Related Internal Accounting Controls Requirements
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Posted in Accounting Matters
On November 14, 2023, the U.S. Securities and Exchange Commission (SEC), with two Commissioners dissenting, announced settled charges against Charter Communications Inc. (Charter) for violating internal accounting controls requirements relating to its share repurchase programs. Charter will pay a $25 million penalty to settle the SEC’s claims.Continue Reading Charter Communications Fined $25 Million for Violating Stock Buyback Related Internal Accounting Controls Requirements
Share Repurchase Rules: Fifth Circuit Directs SEC to Correct Defects
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Posted in Securities Laws
In an opinion issued on October 31, 2023, a three-judge panel of the United States Court of Appeals for the Fifth Circuit found that the U.S. Securities and Exchange Commission (SEC) acted “arbitrarily and capriciously” in adopting the share repurchase disclosure rules[1] and, as a result, remanded (rather than vacated) the rules and directed “the SEC to correct the defects in the rule within 30 days” of the opinion (or, November 30, 2023).[2]Continue Reading Share Repurchase Rules: Fifth Circuit Directs SEC to Correct Defects
Webinar Series Alert | Navigating New SEC Rules: November 1, 15, 29
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Join Wilson Sonsini for its 2023 Public Company General Counsel Webinar Series. Throughout November, Wilson Sonsini will host three virtual sessions on new SEC governance and disclosure requirements, including clawback policies, cybersecurity governance and disclosure, and share repurchase disclosure. To attend any of the three sessions, please register here.…
Continue Reading Webinar Series Alert | Navigating New SEC Rules: November 1, 15, 29SEC Adopts Share Repurchase Disclosure Rules
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Posted in SEC Reporting, Securities Laws
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 under the Securities Exchange Act of 1934.” In a significant shift from the proposed rules, the final…
Continue Reading SEC Adopts Share Repurchase Disclosure RulesShare Repurchase Disclosure Rules on SEC Agenda for May 3
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Posted in Corporate Governance, Securities Laws
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 to issuers’ equity share repurchases.
The SEC proposed the share repurchase disclosure rules back…
Continue Reading Share Repurchase Disclosure Rules on SEC Agenda for May 3