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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Photo of Allison Handy Allison Handy

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She…

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She is also a leader of the firm’s Environmental, Social, and Governance advisory team.

Allison provides counsel to companies on a broad range of issues faced by management and directors in connection with the many compliance aspects of securities laws, including governance rules adopted by the Securities and Exchange Commission (SEC) and stock exchanges. She advises boards and committees in matters related to internal investigations and the efforts of shareholder activists, and works closely with in-house counsel, financial personnel, and outside auditors and advisors to help her clients prepare proxy statements and other reports to investors that meet complex disclosure obligations.