CCMC's Supplemental Comments on Buybacks and Excise Tax Addendum

The U.S. Chamber of Commerce (“the Chamber”) appreciates the opportunity to comment on the Securities and Exchange Commission’s (“the Commission”) proposed Share Repurchase Disclosure Modernization Rule (“Proposed Rule”). As we have previously explained, the Proposed Rule suffers from several deficiencies. Among them, the Commission has not meaningfully attempted to quantify the costs and benefits of the Rule, and the Rule unconstitutionally compels private speech. The Commission’s recently issued Staff Memorandum (“Staff Mem.”) does nothing to address these concerns. But even setting aside other objections, at the very least the Rule must account for the Inflation Reduction Act’s recent enactment of an excise tax on share repurchases—the first such tax in history.We appreciate that the Staff Memorandum does attempt to address the excise tax and that the Commission has reopened the period for public comment. In doing so, the Commission and its staff rightly acknowledge that the Proposed Rule cannot be finalized until the effect of this novel tax on the Rule is adequately studied and understood.