Rule 10b-18 and Purchases of Certain Equity Securities by the Issuer and Others

Résumé

The Securities and Exchange Commission (Commission) is proposing amendments to its rule that provides issuers with a "safe harbor" from liability for manipulation when they repurchase their common stock in the market in accordance with the rule's manner, timing, price, and volume conditions. The proposed amendments are intended to simplify and update the safe harbor provisions in light of market developments since the rule's adoption. To enhance the transparency of issuer repurchases, the Commission also is proposing amendments to a number of regulations and forms that would require disclosure of all issuer repurchases (open market and private transactions), regardless of whether the repurchases are effected in accordance with the safe harbor rule.