Proposed SEC Rules Would Require More Detailed, Next-Business-Day Disclosure of Corporate Buybacks | Insights

On December 15, 2021, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to require more frequent and detailed disclosure surrounding repurchases of an issuer’s registered equity securities, often called buybacks.1 Specifically, the proposed rules would introduce a new disclosure form — Form SR — on which an issuer would be required to disclose details regarding share repurchases made by the issuer or any of its “affiliated purchasers” within one business day of the execution of the corresponding share repurchase order. The SEC also proposed to amend Item 703 of Regulation S-K to expand the share repurchase disclosures required in periodic reports. Finally, the proposed rules would impose structured data requirements for repurchase disclosures. 

The SEC Commissioners who supported the rule proposal expressed frustration with the infrequent, aggregate nature of the current disclosure…

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