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Further Announcement Regarding Share Repurchase Disclosure Modernization Rule

Feb. 9, 2024

On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit issued an opinion in Chamber of Com. of the USA v. SEC, No. 23-60255 (5th Cir.) vacating the Share Repurchase Disclosure Modernization rule (the “Final Rule”).[1]  As a result of the vacatur, the disclosure requirements revert to those in effect prior to the Final Rule’s effective date. 

For convenience, the prior disclosure requirements can be found here: 

Item 703 of Regulation S-K

Form 10-K

Form 10-Q

Form 20-F

Please direct any questions to the Division of Corporation Finance at (202) 551-3100.

[1] Share Repurchase Disclosure Modernization, Rel. No. 34-97424 (May 3, 2023), 88 Fed. Reg. 36002 (June 1, 2023).

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