April 3, 2022
April 3, 2022
Vanessa Countryman, Secretary
U.S. Securities and Exchange Commission
I was unable to complete my intended lengthy comments and examples by the April 1, 2022 due date. Bottom line, daily reporting of share repurchases by a public company is untenable and impractical. Even if it could be reasonable achieved, it would only show volume and frequency not the underlying reason for making repurchases.
Reporting frequency does not prove intent or the mind set necessary under rule 10b-18 safe harbor. Specifically, the defendant must have scienter. That is, the defendant must have performed the conduct at issue with a wrongful state of mind.
Proposing exhaustive, detailed disclosures by public companies will only achieve window dressing and a false confidence that malfeasance will be easily identified.
Respectfully submitted,
Eileen Morrell