SEC Reopens Proposal on Stock Buyback Rules

The SEC has reopened the period for submission of comments on its December 2021 rule proposal regarding corporate stock buybacks. The proposed rules would, among other things, require companies to file a notification on a new Form SR within one business day of certain stock repurchases, as compared to the current requirement to report such information quarterly, and would also require companies to provide more details as to the objective or rationale for share repurchases.

The comment period was initially closed in April 2022, reopened again in October 2022 due to technical errors in the commenting process and is now reopened for another 30-day period. In its announcement, the SEC cited the intervening passage of the Inflation Reduction Act, which would impose a 1% tax on shares purchased by U.S. companies, as the reason for reopening the comment period.

Accordingly, the SEC has requested that commenters focus on the economic impacts of the proposed rules and interplay with the Inflation Reduction Act, including whether the tax would make companies less likely to conduct buybacks, and what impact that could have on the SEC’s proposed rules.