TheCorporateCounsel.net

As Dave shared right after the SEC adopted the new share repurchase disclosure requirements, additional disclosure is right around the corner. Domestic companies will be required to comply with the new disclosure and tagging requirements in their periodic reports on Forms 10-Q and 10-K (for their fourth fiscal quarter) beginning with the first filing that covers the first full fiscal quarter that begins on or after October 1, 2023. So, a company with a December 31, 2023 fiscal year end will be required to begin complying with the new disclosure and tagging requirements in their Form 10-K for the fiscal year ending on December 31, 2023 with respect to repurchases made during the quarter ending December 31, 2023.

This recent Proskauer alert suggests some action items that companies should consider taking now, before the fourth quarter. Here are tips from the alert:

We recommend that issuers consider their planned or ongoing stock buy‑back programs with a view to the new required disclosures that will cover periods at the end of the current fiscal year.  Some issuers may consider modifying their current trading plans, but others merely should ensure that their current disclosure procedures and practices are updated to satisfy the new requirements.  For example:

– given the requirement to disclose the objectives of buy‑back plans, it may be prudent to ensure that relevant minutes or resolutions of the Board of Directors address that subject;
– given the requirement to disclose policies and procedures related to transactions by officers and directors, should the company’s employee stock trading policies be re‑considered?

– Meredith Ervine