The Securities and Exchange Commission yesterday adopted amendments to its rules governing share repurchase disclosures.  The SEC first proposed changes to its rules in December 2021.  The SEC twice reopened the comment period for different reasons in each case.  The last comment period ended in January 2023.  I submitted a comment letter and was pleased to see that my comments were cited 11 times in the adopting release.  My letter was one of 170 unique comment letters that the SEC received.  It also received more than 3,200 form comment letters.  Nearly all of these form letters supported the SEC's proposal.

Many of my comments were directed at the terms “business day” and “before the end,” used in the proposed amendments establishing the Form SR deadline.   The amendments adopted do not require issuers to provide their daily quantitative repurchase disclosures one business day after execution of their share repurchase orders, the SEC sidestepped the need to clarify these terms.   Commissioner Hester Peirce described this as a "commendable and much needed change".  

Commissioner Mark Uyeda did not support the rules, stating:

Placing additional hurdles on returning cash through share repurchase programs in the name of investor protection is yet another misguided effort on the Commission’s regulatory agenda.

He was particularly critical of the rule amendments effects on foreign private issuers:

This change fundamentally upends the Commission’s long-standing and bipartisan approach of largely deferring to the disclosures made by FPIs pursuant to their home country reporting requirements. Given the significance of this shift in regulatory philosophy, the Commission should have undertaken a separate rulemaking on the issue, instead of including this change as part of a rulemaking focused on share repurchase disclosure.

Commissioner Peirce also dissented, criticizing the majority for failing to make reasonable accommodations for foreign and small issuers.