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Structuring Share Repurchases: Rule 10b-18 and Rule 10b5-1 Applied to Various Open-Market Repurchase Programs  


Author:  Steven Seltzer.; Andrew J. Pitts.; C. Daniel Haaren.


Source: Volume 58, Number 21, December 1 2025 , pp.309-314(6)




Review of Securities & Commodities Regulation

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Abstract: 

Share repurchase programs are a tool used by many public companies to return capital to shareholders. This article examines how Rule 10b‑18 and Rule 10b5‑1 of the Securities Exchange Act of 1934 operate. It then discusses how OMR, ASR, and eOMR transactions work. Lastly, it analyzes the extent to which Rule 10b-18 and Rule 10b5-1 may apply to each of these types of transactions.

Keywords: Rule 10b-18 Conditions; Open-Market Purchases; Rule 10b5-1 Plans; Accelerated Share Repurchases; Enhanced Open-Market Repurchases

Affiliations:  1: Cravath, Swaine & Moore LLP; 2: Cravath; 3: Cravath.

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