On December 15, 2021, the SEC proposed amendments to Securities Exchange Act Rule 10b-18, which provides issuers and affiliates with a non-exclusive safe harbor from liability for market manipulation under Sections 9(a)(2) and 10(b) and Rule 10b-5 under the Securities Exchange Act of 1934, as amended (“Exchange Act”) when issuers bid for or repurchase their common stock. The proposed amendments are intended to improve the quality, relevance, and timeliness of information related to issuer share repurchases.
The proposed new rules were part of a broader SEC initiative aimed at market manipulation and insider trading, including the recently adopted amendments related to Rule 10b5-1 Insider Trading Plans (see HERE).
On December 7, 2022, the SEC re-opened the comment period on the proposed new rules for an additional 30 days after publication in the federal register. The reason for re-opening the comment period is that the Inflation Reduction Act of 2022 added a corporate non-deductible excise tax equal to one