SEC Proposes Rules To Modernize Share Repurchase Disclosures

On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange Commission (SEC) also proposed new disclosure rules concerning share repurchases, or buybacks, which have long attracted critical political and media attention. By a 3-2 vote, over the dissents of Commissioners Elad L. Roisman and Hester M. Peirce, the SEC proposed two significant amendments to its current rules regarding disclosures about an issuer's repurchases of its equity securities: (1) a new Form SR to be furnished the first business day following a buyback and (2) amendments to current Regulation S-K Item 703 that would increase companies' periodic disclosure obligations regarding share repurchases. The proposed rules apply to purchases made by or on behalf of issuers or any "affiliated purchaser" (as defined under Exchange Act Rule