U.S. Chamber of Commerce successfully challenges SEC buybacks rule

Client(s) U.S. Chamber of Commerce, Texas Association of Business, and Longview Chamber of Commerce

Jones Day successfully represented the U.S. Chamber of Commerce in challenging a rule adopted by the Securities and Exchange Commission requiring public companies to disclose the reasons behind their decisions to engage in stock buybacks. The Chamber argued that the rule violates the Administrative Procedure Act because the SEC failed to justify the rule’s purported benefits or quantify its economic effects. The U.S. Court of Appeals for the Fifth Circuit agreed, holding that the SEC "failed adequately to substantiate the rule's benefits" and "failed to respond" to the Chamber's comments on quantification.

Chamber of Commerce v. SEC, No. 23-60255 (5th Cir. 2023)