News & Analysis as of

Proposed Amendments Reporting Requirements Securities and Exchange Commission (SEC)

Davis Wright Tremaine LLP

5th Circuit Again Adopts Restrictive View of Exchange Act Purposes and SEC Regulatory Power

On December 11, 2024, the 5th Circuit issued another important opinion (for the third time this year) requiring that an administrative agency's rules fit squarely within the statutory scheme that empowers the agency to act....more

White & Case LLP

SEC Adopts Rule Amendments to Modernize Beneficial Ownership Reporting

White & Case LLP on

On October 10, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g)1 of the Securities Exchange Act of 1934...more

Bond Schoeneck & King PLLC

Changing with the Times: SEC Adopts Modernization Changes to Schedule 13D and Schedule 13G Beneficial Ownership Reporting

On Oct. 18, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the rules governing the reporting of beneficial ownership of securities under Sections 13(d) and 13(g) of the Securities Exchange Act...more

Fenwick & West LLP

SEC Adopts Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

Fenwick & West LLP on

On October 10, 2023, the U.S. Securities and Exchange Commission adopted new rules (the Amendments) that amend Regulation 13D-G under the Securities Exchange Act of 1934 (the Exchange Act), which provide companies, and the...more

Sheppard Mullin Richter & Hampton LLP

SEC Announces Charges Against Insiders for Reporting Failures and Adopts Amendments to Schedule 13D and 13G Report Filing...

On September 27, 2023, the Securities and Exchange Commission (the “SEC”) announced charges against six officers, directors, and major shareholders of public companies (“insiders”) for failing to timely report and file...more

Morgan Lewis

SEC Amends Rules for Reporting Beneficial Ownership on Schedules 13D and 13G

Morgan Lewis on

The US Securities and Exchange Commission (SEC) adopted amendments on October 10, 2023 to the rules governing beneficial ownership reporting on Schedules 13D and 13G and provided guidance on the rules’ application. The...more

Kilpatrick

SEC Adopts Amendments to Form PF

Kilpatrick on

On May 3, 2023, the Securities and Exchange Commission (the “SEC”) adopted a new rule (the “Rule”) that amends Form PF, the confidential reporting form for certain SEC-registered investment advisers to privately-offered...more

Keating Muething & Klekamp PLL

Securities Snapshot: 2nd Quarter 2023 - SEC Begins Summer with Blistering Rulemaking Pace

Although the U.S. Securities and Exchange Commission (“SEC”) has not yet adopted the highly-anticipated final rules on climate change disclosure, in the second quarter of 2023 the SEC continued its heated pace of rulemaking....more

Lowenstein Sandler LLP

SEC Adopts Amendments to Form PF for Registered Investment Advisers to Private Funds

Lowenstein Sandler LLP on

On May 3, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to Form PF, the confidential form by which certain SEC-registered investment advisers report information pertaining to the private funds...more

Cooley LLP

SEC reopens comment period for proposal to amend beneficial ownership reporting rules

Cooley LLP on

In February last year, the SEC proposed to amend the complex beneficial ownership reporting rules—most notably, the timing of Schedules 13D and 13G filings. In the press release announcing the proposed changes in beneficial...more

Foley & Lardner LLP

Proposed Amendments Schedule 13D - Part Two

Foley & Lardner LLP on

As noted in our related blog post, the Security and Exchange Commission (the “SEC”) has proposed amendments (the “Amendment”) to Schedules 13D and 13G of the Securities Exchange Act of 1934, to modernize its reporting rules...more

Goodwin

SEC Proposes Regulatory Changes to Open-End Fund Liquidity Requirements

Goodwin on

On November 2, 2022, the U.S. Securities and Exchange Commission (“SEC”), by a vote of 3-2, proposed amendments to rules under the Investment Company Act of 1940 that would modify the existing liquidity risk management...more

Hogan Lovells

Joint SEC-CFTC proposal would overhaul Form PF reporting

Hogan Lovells on

The U.S. Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) proposed joint amendments to Form PF, a confidential reporting form required of certain SEC-registered investment advisers...more

Bass, Berry & Sims PLC

SEC Proposes Amendment to the Shareholder Proposals Rule (14a-8) and Adopts Amendments to Rules Impacting Proxy Advisory Firms

Bass, Berry & Sims PLC on

Last week, the Securities and Exchange Commission (SEC) voted 3-2 to take the following actions: Propose new amendments to Rule 14a-8, the shareholder proposal rule. Adopt new amendments to the rules regarding proxy...more

K&L Gates LLP

Q&A on the Proposed ESG Reforms for Registered Funds: Addressing the Potential Challenges Imposed and Comment Opportunities

K&L Gates LLP on

After much anticipation, the U.S. Securities and Exchange Commission (SEC) proposed significant, and potentially burdensome, disclosure and reporting requirements (the Proposed Amendments) for registered funds that use...more

Goodwin

SEC’s Proposals to Modernize Beneficial Ownership Reporting May Complicate Enforcement of REIT Charter Ownership Limitations

Goodwin on

On February 10, 2022, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments designed to modernize the rules governing beneficial ownership reporting. Section 13 of the Securities Exchange Act of 1934, as...more

Cooley LLP

Public Companies Update – Beneficial Ownership Reporting Comment Letter

Cooley LLP on

On March 10, 2022, the Securities and Exchange Commission issued proposed rule amendments titled “Modernization of Beneficial Ownership Reporting,” which govern beneficial ownership reporting under Sections 13(d) and 13(g) of...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Proposes Amendments to Shareholder Reporting Rules, Affecting Schedule 13D/G Filers and Impacting Section 16(a) Reporting

Rule amendments, if adopted, would substantially shorten filing deadlines for initial and amended Schedules 13D and 13G, as well as increase the number of securityholders required to file Section 16(a) reports (Forms 3, 4,...more

K&L Gates LLP

SEC Proposes Significant New Rules for Private Fund Advisers

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The Securities and Exchange Commission (the SEC) on 9 February 2022 proposed new rules and amendments (collectively, the Proposed Rules) under the Investment Advisers Act of 1940, as amended (the Advisers Act)....more

Hogan Lovells

SEC proposes modernization of beneficial ownership reporting rules under Exchange Act Section 13

Hogan Lovells on

The SEC recently published its long-awaited proposal to amend Regulation 13D-G under the Exchange Act to modernize the SEC’s requirements for reporting beneficial ownership of securities. The SEC expects that the proposed...more

Eversheds Sutherland (US) LLP

SEC proposes sweeping new private fund adviser rules and amendment to compliance rule affecting all registered investment advisers

On February 9, 2022, the Securities and Exchange Commission (SEC) proposed far-reaching new rules and rule amendments under the Investment Advisers Act of 1940, as amended (Advisers Act). The rules and amendments would...more

Mayer Brown Free Writings + Perspectives

SEC Proposes Amendments That Would Place New Cybersecurity Reporting and Disclosure Requirements on Public Companies

On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules...more

Eversheds Sutherland (US) LLP

SEC proposes amendments to Form PF

On January 26, 2022, the US Securities and Exchange Commission (SEC) proposed amendments to Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds (the Proposal). The Proposal...more

Cozen O'Connor

SEC Proposes Amendments Impacting Beneficial Ownership Reporting

Cozen O'Connor on

On February 10, 2022, in a 3-1 vote, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Schedules 13D and 13G that govern beneficial ownership reporting. SEC Chair Gary Gensler issued a statement...more

Eversheds Sutherland (US) LLP

SEC proposes significant changes to beneficial ownership reporting

On February 10, 2022, the Securities and Exchange Commission (the SEC) proposed to change beneficial ownership reporting requirements provided under the Regulation 13D and the Regulation 13G (the Proposal). If adopted, the...more

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