June Edition 2023

78 repurchase disclosure requirements on Canadian issuers that file using the MJDS because those issuers are subject to a separate reporting regime.” As explained in this footnote, “Under the MJDS, eligible Canadian issuers may satisfy certain securities registration and reporting requirements of the Commission by providing disclosure documents prepared in accordance with the requirements of Canadian securities regulatory authorities.” Financial intermediaries that act as stock repurchase agents may want to review their form issuer repurchase agreements for necessary amendments. While the proposed rules would have raised a number of issues for accelerated share repurchase programs (“ASRs”), the Amendments will pose fewer practical challenges for ASRs. Nonetheless, derivatives dealers may want to review their form ASR documentation, and companies that rely on ASRs for their buybacks may, in light of the new narrative disclosure requirements, find it necessary to discuss the rationale for having chosen an ASR versus another execution format. Financial intermediaries that recently updated their issuer Rule 10b5-1 trading plan documentation also will want to review these again in light of these Amendments. Because the Amendments require disclosures related to Rule 10b5-1 trading arrangements, they should be considered in the wider context of the amendments to Rule 10b5-1. For more information, see Mayer Brown’s Legal Update, “SEC Adopts Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability & Related Disclosures, dated December 19, 2022.” Finally, for companies, the Amendments are in addition to requirements under applicable stock exchange regulations to promptly disclose material news, such as major repurchase announcements. ENDNOTES 1. The adopting release containing the Amendments is available at https://www.sec.gov/rules/final/2023/34-97424.pdf 2. Available at https://www.mayerbrown.com/en/perspectives-events publications/2022/12/sec-adopts-amendments-to-rule-10b5-1s-affirmative-defense-to-insider-trading-liability-and-related-disclosures