In the Press
May 12, 2023

New Buyback Reporting Rules May Expose Deal Talks (The Deal)

On May 3, the U.S. Securities and Exchange Commission adopted rules requiring corporations to disclose daily breakdowns about their stock buyback activity in quarterly reports. Companies pause buybacks when merger negotiations get to a certain stage because they cannot repurchase shares if they have material non-public information, noted Shareholder Activism & Takeover Defense partner Sean Donahue. He expects the new detailed buyback data is something activist hedge funds will closely examine for inklings about deal-talks as they consider whether to launch campaigns. “It is a piece of information, part of a larger mosaic of issues, a hedge fund will review,” Donahue said to The Deal. “The activist may have seen rumors that a company could be sold, or [the company] has an unsolicited bidder and they have been aggressively buying back shares but suddenly stop repurchases on Dec. 3. I can see that being an interesting piece of information for an investor.”