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The Morning Risk Report: SEC Demands More Information About Companies’ Stock Buybacks
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Good morning. Companies will need to jump through more hoops to buy back their stock under a rule approved by regulators Wednesday, Washington’s latest move to rein in such transactions.
The Securities and Exchange Commission voted 3-2 to adopt a rule requiring more disclosure from public companies about share repurchases starting in the fourth quarter. The SEC’s two Republican commissioners voted against the rule, and the U.S. Chamber of Commerce said it is considering litigation to block it from going into effect.
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Why the SEC is targeting stock buybacks: Share repurchases tend to drive a stock’s price higher. Along with dividends, they are one of the main ways companies return cash to investors. Democrats have long criticized the transactions, saying they distort the tax system and encourage companies to distribute profits to investors and executives rather than investing in workers, technology or production. Buybacks by S&P 500 companies hit a record $923 billion in 2022.
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Implications of the new rule: Most companies will have to provide daily tallies of their buybacks during the previous quarter, rather than the monthly aggregates currently required. The rule requires companies to check a box if their officers and directors purchased or sold shares within four business days of announcing a buyback program. Companies also have to explain rationales for buybacks and disclose any policies they have to limit insider transactions during a repurchase program.
Also: private-equity firms will be required to report some secondary transactions under new Securities and Exchange Commission rules, which aim to identify threats to the financial system and investors.
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Content from our Sponsor: DELOITTE
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A Materiality Focus Can Help Clear Up Climate Disclosure Uncertainty
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Capital market demands for materiality-focused ESG reporting can help guide company leaders in their decision-making on implementing enhanced climate disclosure standards, says former SASB Chair Robert Eccles. Keep Reading ›
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WSJ Risk & Compliance Forum
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The Risk & Compliance Forum on May 9 will feature speakers including Glenn Leon, chief of the fraud section at the Justice Department, Assistant Secretary for Export Enforcement Matthew Axelrod, Elizabeth Atlee, chief ethics & compliance officer at CBRE and Sidney Majalya, chief risk officer at Binance.US. You can register here.
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Stryker said it was contacted by the Justice Department and Securities and Exchange Commission and is cooperating with both. PHOTO: JHVEPHOTO/SHUTTERSTOCK
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Medical-device maker Stryker faces new bribery concerns.
Medical-device maker Stryker disclosed an investigation by U.S. authorities into potential violations of antibribery law, reports Risk & Compliance Journal's Dylan Tokar, the third such probe into the company in the past decade.
In a securities filing this week, the Kalamazoo, Mich.-based company said it was contacted by the U.S. Justice Department and Securities and Exchange Commission and is cooperating with both agencies.
The company also said it hired outside legal counsel to conduct an investigation, which is looking into whether “certain business activities in a foreign country” violated the U.S. Foreign Corrupt Practices Act.
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Canada passes law aimed at exposing forced labor in supply chains.
Canada will take on forced labor with a new law requiring companies to report on their efforts to stop tainted goods from entering their supply chains, reports Risk & Compliance Journal's Richard Vanderford.
Bill specs. Canada’s House of Commons on Wednesday approved legislation known as Bill S-211 that will go into effect in January and mandate large companies to report on parts of their supply chains where forced labor might be occurring. The legislation also will require companies to report their due-diligence procedures connected to forced labor.
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Goldman Sachs has had settlement discussions aimed at ending a class-action lawsuit that alleges the bank systematically discriminated against female employees, according to people familiar with the matter.
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A federal regulator has voted to suspend its inspector general after an oversight body found that he engaged in “substantial misconduct,” including wasting government funds, outing whistleblowers and disparaging employees, people familiar with the matter said.
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The Federal Trade Commission proposed barring Meta Platforms from profiting off data it collects from young users, accusing the company of misleading parents and repeatedly violating a 2020 privacy order.
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Tinder parent company Match Group Inc. announced Tuesday that its brands are exiting Russia, citing human rights concerns.
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Schedules and emails show deeper relationships between disgraced financier Jeffrey Epstein and a range of prominent people, including the former Treasury secretary Lawrence Summers and filmmaker Woody Allen.
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Danish lawmakers have canceled a 300-year-old religious public holiday to recoup the additional tax revenue. PHOTO: EPA-EFE/SHUTTERSTOCK
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European economies are finding new ways to pay for war on their doorstep.
Denmark, a founding member of NATO, has no artillery, submarines or air-defense system. The small Nordic nation didn’t think it needed them because a ground war in Europe seemed far-fetched—until Russia’s invasion of Ukraine.
The conflict in its neighborhood has set it and similar European nations scrambling to plug gaps in their armory. Denmark, one of the richest nations per capita in the Western world, has pledged to boost military spending from about 1.4% of gross domestic product to the North Atlantic Treaty Organization’s target of 2% by 2030.
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Companies increasingly facing expensive court losses, ‘nuclear verdicts.’
Companies sued for wrongdoing are facing significantly higher jury-awarded damages on average when they are found liable for wrongdoing, said Allen Kirsh, the head of claims judicial and legislative affairs at insurer Zurich North America. Although the overall economy saw inflation of 10.5% from 2017 to 2022, insurers’ losses under general liability shot up 57.4% over the same period, a gap known as “social inflation,” Mr. Kirsh said Wednesday during a panel discussion at RIMS Riskworld conference in Atlanta.
From 2016 to 2019, damages in the average sexual harassment case went from $135,000 to $310,000, he said. A murder by a cable company employee led to $375 million in damages and $7 billion in punitive damages, an outcome known as a “nuclear verdict.” Mr. Kirsh attributed the increase to a change in attitudes among jurors. They increasingly are distrustful of corporations and see themselves as protectors of their community—a sentiment Mr. Kirsh said was especially prevalent among members of the Gen Z generation.
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China’s moves to put pressure on foreign companies risk squeezing the flow of overseas capital its economy needs, as signs point to the country’s appeal waning as a destination for all but the largest global companies.
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Police in Italy, Germany and Belgium arrested 200 people linked to the ‘Ndrangheta crime syndicate, in the most sweeping, cross-border operation to date against the West’s richest mob group.
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The Federal Reserve approved another quarter-percentage-point interest-rate rise and signaled it could be done lifting rates after that.
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80%
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The share of the world’s gum arabic that comes from Sudan's acacia trees. The conflict in the country has disrupted the supply of a little-known but crucial ingredient in soft drinks, chocolate bars, red wine and many other products, sparking concerns over shortages later in the year.
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Secretary of State Antony Blinken said the U.S. is “intensely engaged” in seeking the release of Wall Street Journal reporter Evan Gershkovich, who was wrongfully detained by Russia more than a month ago.
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President Biden wants American voters to give him another four years in office to “finish the job”—a signal that his second-term agenda would be driven largely by efforts to reach policy goals left undone in his first term.
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Repo men are at odds with Harley-Davidson. The Milwaukee-based motorcycle maker said it can’t find enough agents to repossess bikes from buyers who fall behind on their payments, which Harley executives attributed to a shrinking number of professionals willing to take on the task.
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The Biden administration and Capitol Hill leaders are scrambling to avoid a first-ever government default that could arrive as soon as June 1, taking potential alternative strategies more seriously after months of deadlock over raising the country’s borrowing limit.
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PacWest Bancorp said in a statement late Thursday that it is in talks with investors and gave updates on its level of deposits. PacWest stock was about 47% lower in premarket trading Friday.
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