TheCorporateCounsel.net

Of course, the Fifth Circuit decision vacating the share repurchase disclosure rule may not be the end of the story. It is possible (and perhaps likely) that the SEC will appeal the Fifth Circuit’s decision, which could drag this whole situation out for quite some time. For now at least, the rule changes have been vacated and were already subject to the SEC’s November 22, 2023 stay, so it does not look like we will have to comply with the new requirements in upcoming periodic reports as originally anticipated by the SEC. Instead, as this Weil alert notes, subject to further guidance from the SEC, we should continue complying with those pre-existing requirements in Item 703 of Regulation S-K that we have been working with for the past two decades. In case you are new to the game, this involves providing information about share repurchases every quarter on an aggregated, monthly basis.

– Dave Lynn