SEC proposes changes to stock buyback safe harbor

Abstract

Purpose

The purpose of this paper is to explain the Securities and Exchange Commission's recently proposed amendments to Rule 10b‐18 under the Securities Exchange Act of 1934 that are intended to modernize Rule 10b‐18 to reflect changes in the market since the Rule's adoption.

Design/methodology/approach

The paper provides an overview of Rule 10b‐18, which provides an issuer that is buying its own stock a safe harbor from liability for market manipulation if the issuer satisfies the purchase, timing, price and volume conditions defined in Rule 10b‐18. It outlines the proposed amendments to the timing condition, price condition, limitation on disqualification, and the time in which the safe harbor is available in connection with an acquisition by a special purpose acquisition company.

Findings

The proposed amendments are intended to modernize Rule 10b‐18 to reflect changes in the market since the Rule's adoption.

Practical implications

The proposed amendments to the price condition and the disqualification provisions will likely be welcome by issuers and brokers who have been challenged by the evolution of market practices and technology, but the amendments to the timing condition and the restrictions on SPACs could result in fewer opportunities for issuers to purchase their own shares under the safe harbor.

Originality/value

The paper provides practical guidance from experienced securities lawyers.

Citation

Cerveny, L.A., Wittlin, F.I., O'Brien, M.P. and Trocchio, M.R. (2010), "SEC proposes changes to stock buyback safe harbor", Journal of Investment Compliance, Vol. 11 No. 2, pp. 39-41. https://doi.org/10.1108/15285811011056385