Restrictions on sale of shares following stock buybacks

(a)

Definitions

In this section:(1)

Covered issuer

The term covered issuer means an issuer, a security of which is registered under subsection (b) or (g) of section 12 of the Securities Exchange Act of 1934 (15 U.S.C. 78l).(2)

Covered person

The term covered person means an executive officer, as that term is defined in section 240.3b–7 of title 17, Code of Federal Regulations, or any successor regulation, with respect to a covered issuer. (3)

Equity security; issuer; security

The terms equity security, issuer, and security have the meanings given the terms in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).(4)

Share repurchase authorization

The term share repurchase authorization means an authorization by the board of directors of a covered issuer to purchase shares of the covered issuer.(5)

Subject security

The term subject security means any equity security of a covered issuer that is awarded to a covered person with respect to that covered issuer as part of the compensation of that covered person.(b)

Disclosure of share repurchase authorization

(1)

In general

Not later than 180 days after the date of enactment of this Act, the Securities and Exchange Commission shall issue regulations to require covered issuers to publicly disclose a share repurchase authorization not later than 1 business day after the authorization has occurred.(2)

Contents

In issuing regulations under paragraph (1), the Securities and Exchange Commission shall ensure that each disclosure required under those regulations is—(A)uniform for all covered issuers; and(B)made in a manner that— (i)maintains accuracy; and (ii)reduces the unauthorized disclosure of information.(c)

Sale of subject securities

(1)

Prohibitions

Except as provided in paragraph (2), no covered person may sell or transfer, or divest an economic interest in, any subject security with respect to the covered person, if—(A)during the preceding 1-year period, the applicable covered issuer was required to make a disclosure pursuant to the regulations issued under subsection (b); or(B)fewer than 3 years have elapsed since the covered person was granted the subject security.(2)

Exceptions

The prohibition under paragraph (1) shall not apply with respect to any of the following:(A)Any subject security sold or transferred by a covered person in connection with a change of control with respect to the applicable covered issuer, including an affiliate of that covered issuer.(B)Any subject security sold or transferred by a covered person through—(i)a will; or(ii)the laws of descent or distribution.(C)Any subject security that a covered person owns or beneficially owns, as of the day before the date of enactment of this Act.(D)Any subject security awarded to the applicable covered person that is immediately withheld by the covered issuer and sold solely for the purposes of meeting a tax obligation of the covered person with respect to the receipt of the subject security.(E)Any sale or transfer—(i)which is made on or after the death of the covered person;(ii)which is made on or after the date on which the covered person becomes disabled (within the meaning of section 72(m)(7) of the Internal Revenue Code of 1986);(iii)which is made pursuant to a domestic relations order in settlement of marital property rights;(iv)to the extent the aggregate of such sales and transfers during any taxable year of the covered person does not exceed the qualified higher education expenses (as defined in section 72(t)(7) of such Code) of the covered person for such taxable year;(v)to the extent the proceeds of such sale or transfer are used by the covered person in the time and manner described in section 72(t)(8) of such Code to pay qualified acquisition costs described in such section, subject to the rules of such section including the limitation of subparagraph (B) thereof; or(vi)to the extent the aggregate of such sales and transfers during any taxable year of the covered person does not exceed the amount allowable as a deduction under section 213 of such Code to the covered person for amounts paid during such taxable year for medical care (determined without regard to whether the covered person itemizes deductions for such taxable year).