The Securities and Exchange Commission recently proposed to amend its rules to require issuers to disclose share repurchases on a new Form SR which must be furnished "before the end of the first business day on which the share repurchase has been executed". Unfortunately, this seemingly simple requirement is fraught with ambiguities.
First is the problem of reference. If adopted, this rule will apply to issuers located all over the world. Does the Commission mean the business day of the issuer or the business day of the Commission? I guessing that the Commission had its own business day in mind, but even this presents a problem. Neither the Securities Act of 1934 nor the Commission's rules define "business day". While Rule 0-2(a) under the 1934 Act establishes the “business hours” of the Commission, it is unclear whether this is equivalent to a “business day” under proposed Form SR.
Next, is the phrase "before the end". Does this mean the 5:30 p.m. deadline set forth in Rule 13(a)(2) of Regulation S-T, the 10 p.m. deadline set forth in Rule 12(c) of Regulation S-T, or the end of the 24 hour period? Note that under Rule 13(a)(2), most filings submitted after 5:30 p.m. Eastern Standard or Eastern Daylight Savings, as applicable, are deemed filed as of the next business day. (n.b., the exceptions in Rule 13(a)(3) & (4)).
Another problem is the reference to the "day on which the repurchase order has been executed". Because the world is divided into different time zones , the day on which a repurchase order is executed may be different depending upon whether the "day" refers to the place where the repurchase order is executed, the issuer's location or Washington D.C.