US court tells SEC to fix ‘defective’ share buyback rule

Nov 1, 2023

(Reuters) -Wall Street’s top regulator must correct “defects” in a new rule on share buybacks adopted earlier this year, a federal appeals court has ruled, marking a partial win for powerful trade groups waging the legal challenge against it.

A U.S. Securities and Exchange Commission spokesperson said Wednesday the agency was reviewing the decision.

In a rule adopted in May, the SEC required public companies to disclose share buyback data, saying this would help investors evaluate the rationales behind them.

Critics of share buybacks – which last year amounted to almost $950 billion in the U.S. – say they often boost a company’s share price or pad executive compensation rather than allowing for more investment into company operations.

But on Tuesday, the U.S. Court of Appeals for the Fifth Circuit sided with some arguments from business groups including the U.S. Chamber of Commerce. They had sued claiming that the SEC had not considered suggestions during a notice-and-comment period on how to quantify the rule’s economic effects and also had not backed up its claims that the rule would benefit the investing public.

“The SEC acted arbitrarily and capriciously when… when it failed to respond to petitioners’ comments and failed to conduct a proper cost-benefit analysis,” according to the opinion from a three-judge panel.

The decision gave the agency 30 days “to correct the defects in the rule.”

In a statement on Wednesday, the U.S. Chamber of Commerce hailed the ruling as a “victory,” adding that the court’s findings pointed to “deeper problems” in the SEC rulemaking process.

(Reporting by Douglas Gillison, editing by Deepa Babington)


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