On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update their stock ownership disclosures in a timely manner. The SEC emphasized that persons in such positions and filing such disclosures must update their disclosures if there are material changes in facts described in the disclosures, and may be required to do so even before a plan to take a company private is formulated.

REQUIREMENTS TO DISCLOSE AND UPDATE BENEFICIAL OWNER’S HOLDINGS AND INTENTIONS -

The SEC charged eight insiders with violations of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). Section 13(d) requires any person who acquires beneficial ownership of more than 5 percent of a class of a public company’s equity securities to file a Schedule 13D (commonly referred to as a “beneficial ownership report”). Item 4 of Schedule 13D requires disclosure of, among other things, the purpose(s) of the acquisition, including any plans to cause a merger, reorganization, going-private transaction3 or other extraordinary corporate transaction.