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Next Wednesday! The SEC Intends to Adopt Rule 10b5-1 Amendments!


The SEC has calendared an open Commission meeting for next Wednesday, December 14th when it will consider no fewer than five rulemakings. The Corp Fin-related rulemaking to be considered for adoption is the one relating to Rule 10b5-1 plans, insider trading policies and procedures, as well as amendments regarding the disclosure of the timing of certain equity compensation awards and reporting of gifts on Form 4.

The SEC proposed these rule changes a year ago—and as we recently blogged, the SEC’s Enforcement Division has been paying some attention to how companies are designing their Rule 10b5-1 plans.

The SEC also reopened the comment period for 30 additional days for its proposal about corporate share repurchases. As noted in its press release, the SEC reopened the comment period because, after the proposal was made, the Inflation Reduction Act of 2022 was enacted. That new law imposes a non-deductible excise tax equal to 1% of the fair market value of any stock repurchased by certain companies during the taxable year.

As a result, the SEC’s Division of Economic and Risk Analysis (DERA) Staff has prepared this memo that discusses potential economic effects of the new excise tax that may be helpful in evaluating the SEC’s proposal, and the SEC’s reopening release requests comments on various topics covered in the memo.


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