A few weeks ago, I blogged that the Fifth Circuit had dealt the SEC a blow by ruling that the share repurchase disclosure rules it adopted back in May were “arbitrary and capricious” under the Administrative Procedure Act in response to a challenge brought by the U.S. Chamber of Commerce. The Court gave the SEC 30 days to try to fix the rule, including a request that the SEC substantiate the rule’s costs and benefits.

On Thanksgiving Eve, the SEC announced an order postponing the effectiveness of the rule pending further SEC action. At the same time, the SEC filed a motion asking the Court for an extension of time to correct the defects. The Chamber opposed the motion, and on Sunday, the court issued this order denying the SEC’s request for an extension.

The 30-day clock to fix the rule runs out later this week. Time will tell how this one plays out.

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Photo of Allison Handy Allison Handy

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She…

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She is also a leader of the firm’s Environmental, Social, and Governance advisory team.

Allison provides counsel to companies on a broad range of issues faced by management and directors in connection with the many compliance aspects of securities laws, including governance rules adopted by the Securities and Exchange Commission (SEC) and stock exchanges. She advises boards and committees in matters related to internal investigations and the efforts of shareholder activists, and works closely with in-house counsel, financial personnel, and outside auditors and advisors to help her clients prepare proxy statements and other reports to investors that meet complex disclosure obligations.