Short answer:
Yes – the continuation of CR CRH’s share‑repurchase program can still be affected by a number of regulatory and shareholder‑approval requirements, even though the latest $0.3 bn phase has already been completed. These considerations are standard for any large‑scale buy‑back and could influence how quickly, how much, or whether the remaining authorized repurchase can be carried out.
Below is a comprehensive overview of the key regulatory and shareholder‑approval factors that typically apply to a program like CRH’s, together with the practical implications for the “remaining share repurchase program” (i.e., the portion of the program that has not yet been executed).
1. Core Regulatory Framework (U.S.‑centric)
| Regulation / Rule |
What it governs |
How it can affect CRH’s remaining buy‑back |
| SEC Rule 10b‑18 (Safe Harbor) |
Provides a “safe‑harbor” for companies that repurchase their own shares, shielding them from manipulation claims if they meet specific conditions. |
CRH must still satisfy the five safe‑harbor conditions for any future repurchases (e.g., single‑day, volume, price, manner of purchase, and timing). Failure to meet them could expose the company to enforcement actions, forcing it to halt or modify the program. |
| Form 4 & Form 144 filings |
Required for insiders and for “restricted securities” sales. |
If CRH’s insiders (executives, directors) wish to sell shares in the same period, they must file Form 4 (or Form 144 for affiliates). Large insider sales could trigger “short‑form” reporting thresholds that temporarily suspend the buy‑back. |
| Section 13(d) of the Securities Exchange Act |
Governs reporting of beneficial ownership when a person acquires more than 5 % of a class of securities. |
New 5 % holders emerging during the buy‑back must file Schedule 13D/13G. Their filing could reveal a concentration of ownership that the board may need to consider before further repurchases (e.g., to avoid “beneficial‑owner” concentration limits). |
| NYSE Listing Rules (e.g., Rule 410‑5) |
Requires companies to disclose share‑repurchase plans and to keep the market maker informed. |
The NYSE may request additional disclosures if the program exceeds certain thresholds (e.g., >10 % of float). Non‑compliance could result in a temporary suspension of the program. |
| Anti‑Trust / Market‑Manipulation Laws |
Federal and state statutes that prohibit coordinated actions that could distort market prices. |
If CRH were to coordinate the buy‑back with a competitor or a large shareholder, it could be viewed as collusion, prompting an SEC or Department of Justice review. |
Practical take‑away
- Future repurchases must still meet Rule 10b‑18 safe‑harbor criteria. The company will need to monitor daily volume, price limits, and timing (e.g., not during “black‑out periods” for insiders).
- Regulatory filings are ongoing. Any new insider activity, large shareholder emergence, or changes in float will trigger additional reporting obligations that could delay or limit the remaining buy‑back.
2. Shareholder‑Approval Requirements
| Situation |
Typical requirement |
Potential impact on CRH’s remaining repurchase |
| Initial authorization of the buy‑back |
Board of Directors adopts a repurchase plan; often no shareholder vote needed unless the plan exceeds a certain dollar amount or share‑percentage (varies by state law & corporate charter). |
CRH’s program was already approved by the board (as implied by the press release). If the remaining repurchase exceeds the originally authorized limit, a new board resolution (and possibly a shareholder vote) would be required. |
| Amendments to the program (e.g., extending the timeline, increasing the total dollar amount) |
May require a new board resolution and, in some jurisdictions, a shareholder vote if the amendment pushes the program beyond statutory thresholds (e.g., >10 % of outstanding shares). |
If CRH wishes to repurchase more than the $9.1 bn already authorized, it would need to seek additional shareholder approval, typically via a proxy statement. |
| Significant corporate actions (e.g., mergers, asset sales) that could affect capital structure |
Shareholders may need to approve the use of excess cash for buy‑backs versus other strategic purposes. |
A pending merger or acquisition could force the board to re‑allocate the cash earmarked for the buy‑back, requiring a shareholder vote to re‑prioritize capital. |
| Changes in corporate governance (e.g., charter amendment) |
Some companies embed a “share‑repurchase ceiling” in the charter that can only be altered by shareholders. |
If CRH’s charter caps the total repurchase at a specific amount, any increase would need a shareholder vote. |
Practical take‑away
- The board can continue the program as long as the remaining repurchase stays within the originally authorized limits. If CRH wants to go beyond those limits, it must either seek a new board resolution (if permissible under its charter) or call a shareholder meeting to obtain the necessary approval.
- Shareholder sentiment matters. Even if not legally required, the board may want to gauge investor appetite (e.g., via a “say‑on‑pay” or “say‑on‑vote” poll) to avoid backlash that could affect the stock price or future capital‑raising ability.
3. Market‑Condition & Timing Constraints
| Factor |
Why it matters |
Effect on remaining repurchase |
| Liquidity & Float |
Rule 10b‑18 limits the amount that can be bought in a single day to the “average daily volume” of the security. |
If CRH’s remaining repurchase is large relative to daily volume, the company may have to spread purchases over many days, extending the timeline. |
| Price‑floor restrictions |
The safe‑harbor price ceiling is the highest independent bid price on the day of the purchase. |
In a volatile market, the price may frequently breach the ceiling, forcing the company to pause or adjust the schedule. |
| Black‑out periods (insider trading windows) |
Companies often impose blackout periods around earnings releases or major corporate events. |
CRH may be forced to suspend repurchases during these windows, delaying the completion of the remaining program. |
| Corporate actions (e.g., dividend, spin‑off) |
Certain corporate events trigger “restricted periods” where buy‑backs are prohibited. |
If CRH announces a spin‑off or a special dividend, the remaining repurchase may be paused until the event is settled. |
4. Potential “Deal‑breaker” Scenarios
| Scenario |
What could stop or reshape the remaining repurchase |
Likely outcome |
| Regulatory investigation (e.g., SEC) into prior repurchases |
If the SEC finds that CRH violated Rule 10b‑18 (e.g., exceeded volume limits), it could issue a cease‑and‑desist order. |
The company would have to halt the program, possibly negotiate a settlement, and re‑design the remaining repurchase to comply. |
| Significant change in capital‑structure (e.g., large debt issuance) |
A new debt financing may trigger covenants that limit share‑repurchases. |
The board may be forced to suspend the program until covenant compliance is re‑assessed. |
| Shareholder lawsuit alleging breach of fiduciary duty |
If a group of shareholders claims the buy‑back harms the company’s long‑term value, a court could issue an injunction. |
The program would be paused pending litigation; the board may need to seek court approval to resume. |
| Change in NYSE or other exchange rules |
If the exchange tightens its “share‑repurchase disclosure” rules, CRH may need to file additional reports. |
Delays could occur while the company updates its compliance processes. |
5. Summary Checklist for CRH (or any company) to Ensure the Remaining Repurchase Can Proceed Smoothly
| ✅ Item |
Description |
| Board authorization |
Verify that the remaining repurchase amount is still within the limits of the original board resolution. If not, prepare a supplemental resolution and, if required, a shareholder proxy. |
| Rule 10b‑18 compliance |
Continuously monitor daily volume, price ceiling, and timing to stay inside the safe‑harbor parameters. |
| SEC filings |
Keep Form 4, Form 144, and any required Schedule 13D/13G filings up‑to‑date for insiders and large new holders. |
| NYSE disclosure |
Ensure ongoing compliance with NYSE listing rules (e.g., periodic updates to the “share‑repurchase plan” in the “Form 8‑K” or “Form 10‑Q”). |
| Black‑out windows |
Align repurchase schedule with corporate blackout periods and earnings release windows. |
| Liquidity assessment |
Model the impact of the remaining repurchase on the float and daily volume to avoid market‑impact concerns. |
| Covenant review |
Review any existing debt covenants that might limit further share‑repurchases. |
| Shareholder communication |
Issue a “share‑repurchase update” via a press release or a filing to keep investors informed and to pre‑empt any “say‑on‑vote” objections. |
| Legal counsel involvement |
Have counsel review each repurchase tranche for compliance with Rule 10b‑18 and any state corporate‑law limits. |
Final Take‑away
- Regulatory constraints (SEC Rule 10b‑18, filing obligations, exchange rules) remain active for any future purchases. CRH must continue to meet the safe‑harbor criteria and keep all required disclosures current.
- Shareholder‑approval limits are tied to the original authorization. As long as the remaining repurchase stays within the amount the board already approved, no new shareholder vote is legally required. However, any increase beyond that ceiling—or any material change to the program’s structure—will trigger a need for additional board resolution and possibly a shareholder proxy.
- Practical market and corporate‑event considerations (liquidity, blackout periods, covenant restrictions) can also delay or reshape the remaining buy‑back even if the legal approvals are in place.
In short, while the latest $0.3 bn phase has been successfully completed, the remaining portion of CRH’s share‑repurchase program is still subject to ongoing regulatory compliance and, depending on the size and any modifications, may require further shareholder or board approvals. Proactive monitoring of the above factors will be essential to ensure the program can be executed without interruption.