Rule 10b5-1 and 10b-18 Compliant Plans. Last week, the Securities and Exchange Commission proposed rule amendments that would enhance issuer disclosures regarding their share repurchase transactions.. OneConnect Financial Technology Co., Ltd. (OneConnect or the Company) (NYSE: OCFT), a leading technology-as-a-service provider for financial insti Pay Governance recently submitted a comment letter to the U.S. Securities and Exchange Commission (SEC) on its proposed rules to modernize the disclosure of share repurchases. The Form SR would supplement, and not replace, the current quarterly repurchase disclosures. On December 15, the Securities and Exchange Commission (SEC) proposed enhanced disclosure requirements and amendments to the rules regarding issuer share repurchases and Rule 10b5-1 plans.The proposals related to Rule 10b5-1 plans address perceived gaps in the current reporting obligations and concerns over insider trading, which SEC Chairman Gary Gensler first raised in Our second test investigates whether management releases more good news after the completion of repurchases. repaying share capital. On Dec. 15, 2021, the SEC proposed amendments to the disclosure requirements regarding purchases of equity securities made by or on behalf of The SEC proposed amendments to its rules regarding disclosure about an issuers repurchases of its equity securities, often referred to as share buybacks. Disclosure should be made after consultation with counsel. Total number of shares (or units) purchased under a Rule 10b5-1 plan. The Situation: On December 15, 2021, the U.S. Securities and Exchange Commission ("SEC") proposed amendments that would significantly alter the ways in which (i) issuers, directors, and officers adopt and utilize Rule 10b5-1 trading plans, and (ii) issuers disclose share repurchases. In 2003, the SEC adopted rules to require disclosures on a quarterly basis (currently in Forms 10-Q and 10-K) of any share repurchases made by or on behalf of the issuer. Total number of shares (or units) purchased under a Rule 10b5-1 plan. The SEC estimates 3,300 companies conducted share buybacks in the 2020 fiscal year. The Securities and Exchange Commission (SEC) published a rule proposal designed to modernize and improve disclosure about repurchases of an issuers equity securities on a new Form SR on purchases of equity securities for each day that it makes a share repurchase. On December 15, the Securities and Exchange Commission (SEC) proposed enhanced disclosure requirements and amendments to the rules regarding issuer share repurchases and Rule 10b5-1 plans.The proposals related to Rule 10b5-1 plans address perceived gaps in the current reporting obligations and concerns over insider trading, which SEC Chairman Gary Gensler first raised in 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. Published on Aug. 3, 2021. (regardless of whether they are intended to satisfy the requirements of 10b5-1(c)). 4. The proposed rules would require an issuer to provide a new Form SR before the end of the first business day following the day the issuer executes a share repurchase. Proposed Form SR would require the following disclosure : Date of the repurchase; Identification of the class of securities purchased; The total number of shares (or units) purchased, including all issuer repurchases whether or not made pursuant to publicly announced plans or programs; Furthermore, some disclosure requirements previously included in IFRS 7 have been transferred to IFRS 13. Rules Summary. The total number of shares repurchased under this programme to date is 32,379,555 ordinary shares at an average price of 9.52 for a total consideration of 308,101,970.74. [2] in addition to the above, the sec also indicated the new disclosure requirements may improve the ability of investors to identify issuer repurchases potentially driven by managerial self-interest, such as seeking to increase the share price prior to an insider sale or to change the value of an option or other form of executive compensation, Currently, there is no disclosure requirement that mandates current disclosures related to repurchase activity by a company. Item 703 currently requires disclosure on a quarterly basis of any purchase made by or on behalf of an issuer or by someone controlling or acting on behalf of the issuer (referred to as an affiliated purchaser [2] ). Posted on Wednesday, December 15, 2021. On December 15, 2021, the SEC proposed amendments to Rule 10b5-1. On Dec. 15, 2021, the Securities and Exchange Commission proposed amendments to its rules regarding disclosure about an issuers repurchases of its equity securities, often referred to as buybacks. A letter from the Board is set out on pages 4 to 9 of this circular. On the same day, the SEC also proposed enhanced disclosures of share repurchases by issuers. Wilson Sonsini's client alerts discussing these proposals generally are available here and here. If adopted as proposed, these changes SEC Proposes New Share Repurchase Disclosure Rules. In addition, the SEC proposed amendments to the current quarterly disclosure requirements 3 to include the following additional disclosures: Required to be compiled in tabular format, the disclosures had to include: The total number of shares or units purchased by the issuer and a footnote disclosure on the nature of the transaction. The American Bankers Association and the Bank Policy Institute filed a comment letter on two proposals issued recently by the Securities and Exchange Commission concerning insider trading and share repurchase disclosure modernization. On December 15, 2021, the SEC proposed amendments (available here) to improve the quality, relevance and timeliness of issuer share repurchase disclosures. Share redemption. As we can see from the below graph, Home Depot prices have climbed from a low of approx. In addition, issuer share repurchase programs have been criticized by some politicians and media reports. In addition, issuer share repurchase programs have been criticized by some politicians and media reports. These plans are approved to replace the share repurchase plans approved by our board of directors on May 6, 2021, September 15, 2021, and December 1 The proposed rule amendments are the result of the SECs ongoing comprehensive evaluation of disclosure requirements and are intended to improve the quality, relevance, and timeliness of information related to issuer share repurchases. As cited in the proposal, this disclosure does not include the specific date of the repurchase. Would you like to make this selection your default edition? On December 15, 2021, the SEC proposed amendments (available here) to improve the quality, relevance and timeliness of issuer share repurchase disclosures. Share Repurchase Disclosure. In 2014-15, Home Depot buyback in excess of $7 billion worth of common stock. Although companies typically disclose overall plans for share repurchases when the plan is authorized by its board of directors, they rarely The SECs proposed rule suggests the share repurchase disclosure amendments are intended to enhance transparency, enable more timely review of issuer share repurchases, alleviate information asymmetries and, in doing so, provide more informed investment decisions. The proposed amendments would also expand the existing periodic disclosure requirements relating to share repurchases. Additional Disclosure in Periodic Reports. Yes. In order to avoid potential liability for insider trading in connection with a share repurchase program, a company should publicly disclose the program prior to its commencement. The proposed rules would require an issuer to furnish certain information to the SEC on newly established Form SR within one business day of share repurchase transactions, and enhance periodic disclosure The Form SR would require the following information in tabular format, by date, with respect to the repurchase: Aggregate number of shares (or units) purchased (including for that purpose all issuer repurchases, whether or not under publicly announced plans or programs) Under current rule Section 12 of the Exchange Act, which governs share repurchases, issuers are required to (1) disclose the total number of shares purchased by the issuer or an affiliated purchaser during the relevant period, reported on a monthly basis and by class; (2) the average price paid per share; (3) the total number of shares purchased as a part See FSP 5.9 for information on the presentation and disclosure requirements of treasury stock. The outlook was already pretty bleak for share repurchases at Citigroup (C 1.91%) in 2022. However, there are some new requirements as well as clarifications on previously existing requirements, included in IFRS 13. Companies are currently required to disclose certain specified information about share repurchases on a quarterly basis in periodic reports. Periodic disclosure requirements regarding repurchases of an issuer's equity securities also would be enhanced. Washington, D.C.--(Newsfile Corp. - December 15, 2021) - The Securities and Exchange Commission today proposed amendments to its rules regarding disclosure about an issuer’s repurchases of its equity securities, often referred to as buybacks. IFRS 2 requires an entity to recognise share-based payment transactions (such as granted shares, share options, or share appreciation rights) in its financial statements, including transactions with employees or other parties to be settled in cash, other assets, or equity instruments of the entity. Digital platforms provide an efficient, fast, safe and nearly instantaneous solution to many, if not all your investing requirements, away from public spaces. *Selecting a default edition will set a cookie. The SEC has proposed two amendments regarding an issuers share repurchase disclosures. Friday, December 17, 2021. The disclosure must be Notices convening the AGM to be held at Room 108, 339 Dongxindian, Chaoyang District, Beijing on May 17, 2022 at 10:00 a.m., are set out on pages 19 to 24 of this circular. Proposed New Disclosure for Public Companies Quarterly disclosure of adoption or termination of 10b5-1 Plans and other trading arrangements by public companies and their officers and directors Disclosures would be required to include material terms of the 10b5-1 Plan or arrangement, such as: Date of adoption or termination; The issuer should consider whether it is in its best interest to structure the share repurchases as a Rule 10b5-1 compliant plan that would provide an affirmative defense to insider trading claims under Section 10(b) of the Exchange Act as well as whether it should rely on the safe harbor from manipulation liability Enhanced Disclosure Requirements. Share repurchase by the listed company helps to adjust its financial structure and resolve the conflict among shareholders. A company must disclose in tabular form (a) the total number of shares, by month, This chapter discusses the accounting for several share repurchase alternatives. Form SR would require disclosure identifying the class of securities purchased, the total amount purchased, the average price paid, as well as the aggregate total amount purchased on the Once the share repurchasing has ended, there will be a silent period for three years. The SEC has proposed new rules for issuer repurchases of equity securities. In addition, existing reporting requirements, the SEC focus on insider trading and recent filing recommendations warrant examination. The SEC indicates that the proposed rules would require an issuer to provide a new Form SR before the end of the first business day following the day the issuer executes a share repurchase. $20 per share in 2009 to a current high of $139 in 2017. Moreover, we agree that the Commission should adopt a new Form SR to require daily repurchase disclosure as proposed. The SEC stated that the The average price paid per share or unit. Overview. On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Rule 10b5-1 along with related amendments intended to "modernize" public company disclosure of share repurchase activity. Under the current rules, issuers are required to disclose in tabular format in quarterly reports on Form 10-Q and annual reports on Form 10-K (or Form 20-F for foreign private issuers): The total number of shares purchased by the issuer or any affiliated purchaser during the relevant period, reported on a monthly basis and by class; Also, on December 15, 2021, the Commission proposed a rule outlining new and expansive disclosure requirements related to share repurchases. SEC Proposes New Share Repurchase Disclosure Rules. The proposal would establish new Form SR for reporting issuer share repurchases and enhance existing periodic disclosure Washington D.C., Dec. 15, 2021 The Securities and Exchange Commission today proposed amendments to its rules regarding disclosure about an issuers repurchases of its equity securities, often referred to as buybacks. On December 15, 2021, the SEC proposed amendments to Rule 10b5-1. SEC Proposes Rules to Modernize Share Repurchase Disclosures. Ferrari N.V. (NYSE: RACE) (Ferrari or the Company) announces that it intends to commence a Euro 150 million share buyback program, reducing the nominal value of a share class. The Securities and Exchange Commission has proposed changes to modernize and improve disclosure about repurchases of an issuers equity securities that are registered under the Securities Exchange Act of 1934. Revisions to Periodic Disclosure Requirements. The groups expressed concern about the interplay between the two proposals and the extensive capital and capital planning The proposed rule amendments are the result of the SECs ongoing comprehensive evaluation of disclosure requirements and are intended to improve the quality, relevance, and timeliness of information related to issuer share repurchases. As many companies use Rule 10b5-1 plans in connection with share repurchase transactions, the proposed changes to the structure of plans and the related disclosures will be important to watch. At a minimum, disclosure should be made with enough time to allow the market to absorb the announcement and include the following information: Overview. On Dec. 15, 2021, the Securities and Exchange Commission proposed amendments to its rules regarding disclosure about an issuers repurchases of its equity securities, often referred to as buybacks. Companies are also required to disclose specific information about share repurchases on Forms 10-K and 10-Q by virtue of Item 703 of Regulation S-K and applicable generally accepted accounting principles. These rules currently require issuers to disclose all issuer repurchases of shares or other equity securities whether in private or open market transactions in the periodic report covering the period when the repurchase took place. The proposed rules would require more detailed and more frequent and timely disclosure about issuer share repurchases, including, among other things, requiring a new Form SR for next-day repurchase reporting and amending Item 703 of Reg. the proposed amendments to item 703 of regulation s-k would require an issuer to disclose (1) the objective for its share repurchases and the process used to The specific provisions that could be instituted by the new rules include: Issuers would be required to issue a daily repurchase disclosure form on the SEC EDGAR system within one business day after the execution of a repurchase order. Share capital reduction by: cancelling shares. The Associations understand the SECs efforts to provide investors with more meaningful disclosure pertaining to share repurchases and to limit opportunities for inappropriate use of plans designed to benefit from the Rule 10b5-1(c) safe harbor; however, the Associations share the concerns of issuers across industries that, contrary to the SECs intentions, certain As many companies use Rule 10b5-1 plans in connection with share repurchase transactions, the progression of these new rules, particularly a proposed cooling off period after the adoption or modification of a Rule 10b5-1 plan and new extensive disclosure requirements, will be important to watch. We believe issuers will be able to comply because daily The Securities and Exchange Commission has proposed changes to modernize and improve disclosure about repurchases of an issuers equity securities that are registered under the Securities Exchange Act of 1934. Under the proposed rule, issuers would be required to provide a new Form SR by the end of the first business day following the day the issuer There are three types of share buyback: Purchase of own shares. On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed amendments to its rules regarding disclosure about repurchases of an issuers equity securities that are registered under Section 12 of the Securities Exchange Act of 1934 (Exchange Act). This impact alone raises the concern that what the Commission seeks to do with these proposed disclosure requirements is regulate corporate decision making March 23, 2022. On the same day, the SEC also proposed enhanced disclosures of share repurchases by issuers. In 2006-2007, Home Depot agreed to buy back 289.3 million shares of its common stock for $10.7 billion. On December 15, 2021, the U.S. Securities and Exchange Commission (the "SEC") issued proposed amendments (the "Proposed Amendments") to its existing New guidance. You have successfully set your edition to United States. The Form SR would supplement, and not replace, the current quarterly repurchase disclosures. Automated access to share repurchase disclosures would give investors significantly easier access to understand which companies are conducting repurchase programs, and potentially greater insights into why. In December 2021, the Securities and Exchange Commission (“SEC”) proposed amendments to increase the detail and frequency of disclosures regarding share repurchases by or on behalf of an issuer or affiliated purchaser. It also discusses the accounting for treasury stock and share retirements. Proposals would require more timely reporting of share repurchases and expand quarterly and annual filing disclosures. On December 15, 2021, the Securities and Exchange Commission (SEC) proposed amendments to its rules governing issuers' disclosure of repurchases or buybacks of their equity securities registered under Section 12 of the Securities Exchange Act of 1934. As expected, 1 the U.S. Securities and Exchange Commission released two significant rule proposals for issuers on December 15, 2021one regarding issuer share repurchases and the other regarding issuer and director and officer Rule 10b5-1 insider trading plans. Currently Item 703 of Regulation S-K requires companies to disclose any purchase of shares made on its behalf or by an affiliated party on a quarterly basis in Forms 10-Q and 10-K and on an annual basis in Form 20-F for foreign private issuers. Under the proposed rule, issuers would be required to provide a new Form SR by the end of the first business day following the day the issuer The disclosure requirement applies to both open market and private transactions. On Dec. 15, 2021, the SEC proposed amendments to the disclosure requirements regarding purchases of equity securities made by or on behalf of an issuer or any affiliated purchaser. Share Repurchase Disclosure Proposal. Nearly $700 billion of shares were repurchased in 2020 and the SEC is proposing its amendments amid heightened public interest Specific requirements are included for equity-settled and cash The Securities and Exchange Commission (SEC) this week proposed enhanced disclosures that would require companies executing a stock buyback to let investors know the purpose behind the program and whether any executives bought or sold shares 10 days before or after the repurchase. The SEC proposed amendments to enhance share repurchase disclosure regulations that would require (i) issuers to provide additional, more comprehensive disclosures on a new Form SR regarding each day that an issuer, or affiliated purchaser, makes a share repurchase and (ii) more frequent disclosures of share repurchases. In spite of this growth in repurchase activity, disclosure requirements associated with this form of corporate payout are relatively lenient in the U.S. regulatory environment. The proposed amendments would also enhance the existing periodic disclosure requirements about these purchases. This disclosure is required regardless of whether the repurchase is effected under the safe harbor of Rule 10b18. The disclosure may be made in a Form 10-Q or 10-K, or by means of a press release or Form 8-K, depending upon timing of the approval and commencement of the program. The company also should issue a public announcement disclosing any material modifications to a share repurchase program. The Commission notes that this disclosure was intended to inform investors whether, and to what extent, issuers had followed through on proposed plans for repurchases. The SEC also proposed enhanced periodic disclosure regarding repurchases. The SEC's rationale for proposing these new disclosure requirements was to improve the "quality, relevance, and timeliness of information related to issuer share repurchases" and to deal with perceived "information asymmetries" between issuers and investors. These amendments would require additional disclosures by issuers when repurchasing their shares, including: daily disclosures by issuers of share repurchases, within one business day of the S-K to require additional disclosures relating to issuer share repurchase practices, policies and procedures. On Dec. 15, 2021, the SEC proposed amendments to the disclosure requirements regarding purchases of equity securities made by or on behalf of The aggregate total amount purchased on the open market in reliance on the safe harbor in Exchange Act Rule 10b-18 or pursuant to a plan that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1 (c). Title: Share Repurchase Disclosure Modernization Abstract: The Division is considering recommending that the Commission adopt amendments to modernize and improve disclosure about issuers repurchases of their equity securities that are registered under the Securities Exchange Act of 1934. REPURCHASE SHARES; (4) PROPOSED RE-APPOINTMENT OF AUDITOR; AND (5) NOTICE OF ANNUAL GENERAL MEETING . Real time disclosures as proposed would fill a transparency gap and would directly support active compliance with share repurchase related trading limits.