CHAMBER OF COMMERCE OF U.S. v. UNITED STATES SEC

No. 23-60255.

85 F.4th 760 (2023)

CHAMBER OF COMMERCE OF the UNITED STATES of America; Longview Chamber of Commerce; Texas Association of Business, Petitioners, v. UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Respondent.

United States Court of Appeals, Fifth Circuit.

FILED October 31, 2023.


Attorney(s) appearing for the Case

Noel John Francisco , Brinton Lucas (argued), Brian Charles Rabbitt , Charles E.T. Roberts , Jones Day, Washington, DC, Tyler Stephen Badgley , Kevin Ryan Palmer , Counsel, U.S. Chamber Litigation Center, Washington, DC, for Petitioners.

Ezekiel Levenson Hill , Securities and Exchange Commission, Office of General Counsel, Washington, DC, Dominick V. Freda , Assistant General Counsel, Theodore Joseph Weiman (argued), U.S. Securities & Exchange Commission, Washington, DC, for Respondent.

Angela Laughlin Brown , Gray Reed & McGraw, Dallas, TX, for Amicus Curiae Investor Choice Advocates Network (ICAN).

Megan Leef Brown , Thomas M. Johnson, Jr. , General Counsel, Wiley Rein, L.L.P., Washington, DC, for Amici Curiae S. P. Kothari, James Overdahl.

Jeffrey Liu , Gibson, Dunn & Crutcher, L.L.P., Washington, DC, for Amicus Curiae Manhattan Institute.

Christopher Bates , Office of the Attorney General for the State of Utah, Salt Lake City, UT, for Amici Curiae State of Utah, State of Alabama, State of Alaska, State of Arkansas, State of Georgia, State of Idaho, State of Indiana, Commonwealth of Kentucky, State of Louisiana, State of Mississippi, State of Montana, State of New Hampshire, State of Ohio, State of Oklahoma, State of South Carolina, Better Markets, Incorporated.

John Paul Schnapper-Casteras , Schnapper-Casteras, P.L.L.C., Washington, DC, for Amicus Curiae Better Markets, Incorporated.

Julie Goldsmith Reiser, Esq. , Cohen Milstein Sellers & Toll, P.L.L.C., Washington, DC, for Amici Curiae Matthew D. Cain, Alex Edmans, Brian Galle, Vyacheslav Fos, Edwin Hu, Robert Jackson, Bradford Lynch, Joshua Mitts, Shivaram Rajgopal, Jonathon Zytnick.

Before Smith, Southwick, and Higginson, Circuit Judges.


The Securities and Exchange Commission ("SEC") adopted a rule requiring issuers to report day-to-day share repurchase data once a quarter and to disclose the reason why the issuer repurchased shares of its own stock. We consider a challenge to that rule by petitioners Chamber of Commerce of the United States, Longview...

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