On November 22, 2023, the Securities and Exchange Commission announced that it has issued an order to postpone the effective date of its final share repurchase disclosure rule (the “Share Repurchase Final Rule”).  The Share Repurchase Final Rule, which we previously discussed on this blog, requires quantitative and qualitative disclosure of share repurchases on a quarterly or semi-annual basis, depending on the type of issuer.  The Share Repurchase Final Rule also revised and expanded the existing periodic disclosure requirements for share repurchases.

The Commission’s actions are in response to the U.S. Court of Appeals for the Fifth Circuit’s opinion in Chamber of Com. of the USA v. SEC, in which the petitioners challenged the Share Repurchase Final Rule.  The Fifth Circuit granted the petition for review, calling the adoption of the Share Repurchase Final Rule “arbitrary and capricious” and compelled the Commission to correct the defects the court identified in the rule by November 30, 2023.  We will provide updates on the Share Repurchase Final Rule as they become available. 

See the Fifth Circuit’s opinion, and the Commission’s announcement and order.