Tag Archives: Nicholas P. Pellicani

SEC Adopts Share Repurchase Disclosure Rules

by Eric T. Juergens, Matthew E. Kaplan, Nicholas P. Pellicani, Paul M. Rodel, Steven J. Slutzky, Jonathan R. Tuttle, and Charu A. Chandrasekhar

Photos of the authors

Top row from left to right: Eric T. Juergens, Matthew E. Kaplan, Nicholas P. Pellicani, and Paul M. Rodel.
Bottom row from left to right: Steven J. Slutzky, Jonathan R. Tuttle, and Charu A. Chandrasekhar. (Photos courtesy of Debevoise & Plimpton)

On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted rules requiring additional disclosures by issuers of repurchases of equity securities registered under Section 12 of the Exchange Act made by or on behalf of the issuer or by any “affiliated purchaser” of the issuer.[1] Most significantly, the rules require:

  • most issuers to disclose their daily share repurchase activity on a quarterly basis;
  • additional disclosures in periodic reports regarding the objective and structure of an issuer’s repurchase program, including Rule 10b5-1 trading arrangements, and policies relating to trading activity by officers and directors during repurchase programs; and
  • issuer periodic reports to identify trading activity by officers and directors in close proximity to an announcement of a share repurchase program.

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SEC Brings Enforcement Action Against Investment Adviser for Section 13 Beneficial Ownership Reporting Failures

by Andrew J. Ceresney, Matthew E. Kaplan, Nicholas P. Pellicani, Robert B. Kaplan, Julie M. Riewe, and Jonathan R. Tuttle 

On September 17, 2020, the U.S. Securities and Exchange Commission (the “SEC”) announced the institution of a settled cease and desist proceeding against WCAS Management Corporation (“WCAS”), an SEC-registered investment adviser to five private funds operating under the name Welsh, Carson, Anderson & Stowe (the “WC Funds”), for failures to satisfy reporting obligations under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). Specifically, the SEC’s Cease and Desist Order (the “SEC’s Order”), which WCAS consented to without admitting or denying the SEC’s findings, found that WCAS caused the WC Funds to violate Section 13(d)(2) and Rule 13d-2 of the Exchange Act by failing to timely update its Schedule 13D to reflect (i) the investment intent to liquidate its reported position in a public company and (ii) the subsequent sales disposing of such position. The SEC’s Order required WCAS to pay a civil penalty of $100,000 and to cease and desist from future violations of the applicable provisions of the Exchange Act. This latest action serves as another reminder of the SEC’s continued focus on beneficial ownership disclosures by institutional investors and the need to implement and adhere to robust controls and procedures to ensure compliance. Continue reading →