The SEC's New Share Buyback/repurchase Disclosure Rules

Implications for foreign private issuers

On 3 May 2023, the US Securities and Exchange Commission (SEC) adopted amendments requiring specific quantitative and narrative disclosures related to an issuer's share repurchases. The new rules will significantly increase the level of disclosure that has historically been required about share repurchase activity in SEC filings. SEC registered issuers that qualify as "foreign private issuers" (FPIs) will need to comply with this new regime in essentially the same manner as US domestic issuers notwithstanding the buyback disclosures that may be required in their home jurisdictions. There is little home country relief for FPIs under the new rules.