SEC Final Rules Relating to Share Repurchase Disclosures

On May 3, 2022, the U.S. Securities and Exchange Commission adopted amendments imposing new share repurchase disclosure requirements for issuers.  These disclosure requirements are intended to promote greater transparency for investors related to issuer share repurchases.  However, the disclosure requirements will impose new burdens on issuers and their advisers.  We will discuss the changes between the proposed amendments and the final amendments in light of public comments.  We also will discuss the effect of these changes on issuer stock repurchase programs, including accelerated repurchase programs.  We will address:

• Discussion of the final SEC amendments; (10 minutes)
• Key differences between the proposed amendments and the final amendments; (10 minutes)
• Reporting requirements; (10 minutes)
• Corporate policies relating to trading plans; (5 minutes)
• Effects on issuer stock repurchase plans; (7 minutes)
• Effects on accelerated share repurchase plans; (8 minutes) and
• Practical Considerations  (10 minutes).

Program Level: Update

Prerequisites: None

Advanced Preparation: None

Faculty:

Anna T. Pinedo

Mayer Brown LLP

Laura D. Richman

Mayer Brown LLP