As we have previously blogged, a number of Congressmen have committed to introduce legislation that would limit or even prohibit the ability of a public company to repurchase its own stock. There is a Schumer-Sanders bill that would prohibit a public company from buying back its own stock unless the company has committed to, and provides, certain minimum wages, pension and health benefits to its employees. Senator Baldwin has introduced a bill that would require boards of public companies to certify that buybacks were in the best long-term interest of their companies. A bill co-sponsored by Senator Baldwin with Senator Warren would prohibit buybacks. Senator Van Hollen also proposed to sponsor legislation mandating that the Securities and Exchange Commission conduct a study relating to the safe harbor under Rule 10b5-1. In connection with that effort, Senator Van Hollen asked about concerns raised by SEC Commissioner Jackson originally in the summer of 2018 that claimed corporate insiders "cashed out" more of their stock immediately after their companies announced buybacks. In March, Commissioner Jackson responded to Senator Van Hollen and noted that his staff had conducted additional research of buybacks and insider sales. The study included a review of pre-announcement sales by insiders compared to the volume of sales when a buyback is announced. Given upcoming elections, the controversy on repurchases and trading plans is likely to continue.
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