and Form 10-Q filings, among other things:Certain information, aggregated on a monthly basis, regarding purchases made by or on behalf of the issuer or any affiliated purchaser during the most recently completed quarter of shares of any class of the issuer’s equity securities registered under Section 12 of the Exchange Act;Certain key terms of all of the issuer’s publicly announced repurchase plans or programs; andCertain information regarding the use of any “Rule 10b5-1 trading arrangement” and/or “non-Rule 10b5-1 trading arrangement” during the last fiscal quarter by directors or certain specified officers (for further discussion regarding Rule 10b5-1 disclosure requirements, see our previous client alert linked here).Jenner & Block will continue to monitor new developments regarding share repurchase disclosure requirements.Footnotes[1] See Chamber of Com. of the USA, et al. v. SEC, Docket No. 23-60255 (5th Cir., Dec. 19, 2023).[2] See Share Repurchase Disclosure Modernization, Rel. No. 34-97424 (May 3, 2023), 88 Fed. Reg. 36002 (June 1, 2023).[3] See Chamber of Com. of the USA, et al. v. SEC, 85 F.4th 760 (5th Cir., Oct. 31, 2023).[4] See In the Matter of Share Repurchase Disclosure Modernization, Order Issuing Stay, Securities Exchange Act of 1934 Release No. 34-99011 (Nov. 22, 2023), available at https://www.sec.gov/files/rules/other/2023/34-99011.pdf.[View source.]

On November 22, 2023, the US Securities and Exchange Commission (SEC) issued an order postponing the effective date for the new share Repurchase Rule(88 Fed. Reg. 36002 (June 1, 2023)) pending further SEC action. The SEC’s postponement of the effective date is in response to a remand by the US Court of Appeals for the Fifth Circuit for the SEC “to correct the defects” of the Repurchase Rule. Absent the SEC’s postponement, domestic issuers with a December 31 fiscal year-end would have been required to include additional disclosures regarding their fourth quarter share repurchase activities in a new exhibit to their annual report on Form 10-K for the year ending December 31, 2023.The SEC’s objective in adopting the Repurchase Rule was to remedy asymmetries in information between issuers and the investing public with respect to issuers’ share repurchase activity. The Repurchase Rule as adopted by the SEC on May 3, 2023, would have expanded the reporting requirements for issuers regarding share repurchase activity by mandating the disclosure of daily repurchase data, the objectives and rationales for the repurchase program, the processes and criteria used to determine

ue) of shares (or units) that may yet be purchased under the plans or programs (column (d)).Instructions to paragraphs (b)(3) and (b)(4) of Item 703:In the table, disclose this information in the aggregate for all plans or programs publicly announced.By footnote to the table, indicate: The date each plan or program was announced;The dollar amount (or share or unit amount) approved;The expiration date (if any) of each plan or program;Each plan or program that has expired during the period covered by the table; andEach plan or program the issuer has determined to terminate prior to expiration, or under which the issuer does not intend to make further purchases.Instruction to Item 703: Disclose all purchases covered by this Item, including purchases that do not satisfy the conditions of the safe harbor of § 240.10b-18 of this chapter. [68 FR 64969, Nov. 17, 2003]1 See Chamber of Commerce of the USA v. SEC, 85 F.4th 760 (5th Cir. 2023).2 Share Repurchase Disclosure Modernization, Release No. 34-97424 (May 3, 2023), 88 Fed. Reg. 36002 (June 1, 2023) (the “Repurchase Rule”).3 Release No. 34-99011 (Nov. 22, 2023) – In the Matter of Share Repurchase Disclosure Modernization.4 Note – presumably unaffected is the currently effective requirement to furnish certain quarterly disclosures regarding the adoption and termination of Rule 10b5-1 trading arrangements and “non-Rule 10b5-1 trading arrangements” by the company’s directors and executive officers (the “Officer/Director 10b5-1 Disclosures”). These were adopted in Insider Trading Arrangements and Related Disclosures, Release No. 34-96492 (Dec. 14, 2022).5 Absent the Stay Order, foreign private issuers using Form 20-F would have been required to comply with these disclosures by filing a new Form F-SR beginning with the quarter ending June 30, 2024. Given the timing of the court’s decision and the Stay Order, we expect that, if the resolution of the judicial process results in the Repurchase Rule remaining in place, these compliance dates will be delayed.