SEC Adopts Final Rules Regarding Share Repurchases And Related Disclosures

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 in certain respects not quite as burdensome as the proposed rules, the final rules will nevertheless significantly heighten issuers' disclosure obligations.

On a quarterly basis, an issuer must disclose: quantitative information about its own daily share repurchase activity; whether its directors and officers bought or sold shares within four business days of the issuer's announcement of a new, or an increase to an existing, share repurchase program; and for domestic issuers, the adoption or termination of Rule 10b5-1 plans and the material terms of such plans.