Fifth Circuit Vacates SEC's Share Repurchase Rule

On December 19, 2023, the Fifth Circuit vacated the Securities and Exchange Commission's (SEC) new share repurchase disclosure rule discussed in our prior blog posts available here and here. The court acted on the plaintiffs' motion to vacate after the SEC failed to correct on remand the defects in the rule found by the court by the November 30, 2023 deadline, following the court's denial of the SEC's motion to extend the deadline.

The court vacated the challenged SEC rule, holding that the SEC acted arbitrarily and capriciously in violation of the Administrative Procedures Act (APA) when it failed to respond to the petitioners' comments and failed to conduct a proper cost-benefit analysis.