2022-26898: Reopening of Comment Period for Share Repurchase Disclosure Modernization
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The Securities and Exchange Commission ("Commission") is reopening the comment period for its proposal, Share Repurchase Disclosure Modernization, Exchange Act Release No. 34-93783 (Dec. 15, 2021) ("Proposing Release"). The Commission proposed amendments to modernize and improve disclosure about repurchases of an issuer's equity securities that are registered under the Securities Exchange Act of 1934. Specifically, the proposed amendments would require an issuer to provide more timely disclosure on a new Form SR regarding purchases of its equity securities for each day that it, or an affiliated purchaser, makes a share repurchase. The proposed amendments would also enhance the existing periodic disclosure requirements about these purchases. The Commission subsequently reopened the comment period for the Proposing Release in Resubmission of Comments and Reopening of Comment Periods for Several Rulemaking Releases Due to a Technological Error in Receiving Certain Comments, Exchange Act Release No. 34-96005 (Oct. 7, 2022). In addition, after the proposed amendments were published for public comment, an excise tax on share repurchases was signed into law. A staff memorandum was added to the public comment file on December 7, 2022 to analyze the impact of the new excise tax on the potential economic effects of the proposed amendments. The Commission is reopening the comment period to allow interested persons the opportunity to analyze and comment on the additional analysis.
The agency’s own summary, as published.
What this changes
Amends 5 parts of the Code of Federal Regulations — the standing rules this notice rewrites.
- 17 CFR 229 Standard Instructions for Filing Forms Under Securities Act of 1933, Securities Exchange Act of 1934 and Energy Policy and Conservation Act of 1975—Regulation S-K
- 17 CFR 232 Regulation S-T—General Rules and Regulations for Electronic Filings
- 17 CFR 240 General Rules and Regulations, Securities Exchange Act of 1934
- 17 CFR 249 Forms, Securities Exchange Act of 1934
- 17 CFR 274 Forms Prescribed Under the Investment Company Act of 1940
Rulemaking docket
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