SEC Proposes New Disclosure Rules For Share Repurchases

On December 15, 2021, the Securities and Exchange Commission (SEC) proposed a new rule "intended to improve the quality, relevance and timeliness of information related to issuer share repurchases."¹ Specifically, the new rule would:

• Require companies to report any share repurchases on a new Form SR one business day after the issuer executes a share repurchase;

• Amend Item 703 of Regulation S-K ("Item 703") to require significant additional disclosures regarding the structure of a company's repurchase program and executed share repurchase transactions; and

• Require information disclosed pursuant to Form SR and Item 703 to be reported using Inline XBRL.

SEC Chair Gary Gensler noted the purpose of these amendments is to "lessen the information asymmetries between issuers and investors through enhanced timeliness and granularity of disclosure" and the rule proposal stated that the new rules would provide investors with "more detailed and