What’s the Deal? – Rule 10b-18

Rule 10b-18 provides an issuer (and its “affiliated purchasers”) with a non-exclusive safe harbor from liability under certain market manipulation rules (i.e., Sections 9(a)(2) and 10(b) of the Exchange Act and Rule 10b-5 under the Exchange Act) when repurchases of the issuer’s common stock are made in accordance with the rule’s manner, timing, price and volume conditions. The safe harbor is available for purchases of the issuer’s stock on any given day. To come within the safe harbor, the issuer’s repurchases must satisfy, daily, each of the rule’s four conditions. Failure to meet any of the four conditions will disqualify all of the issuer’s repurchases from the safe harbor for that day.