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Reporting Requirements Disclosure Requirements Institutional Investors

Fenwick & West LLP

SEC Updates CDIs on Schedules 13D and 13G Eligibility

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The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement....more

DLA Piper

To Control or Not to Control: SEC Issues New Guidance Impacting Schedule 13G filers

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The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders....more

Cooley LLP

Special Time-Sensitive Complications for the 2025 Proxy Season

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As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders...more

Dorsey & Whitney LLP

SEC Division of Corporate Finance Updates C&DIs Related to the Eligibility to File Schedule 13G

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On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more

Latham & Watkins LLP

Shareholder Engagement Practices Under New SEC Guidance on Schedule 13G Eligibility: FAQs

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The SEC Staff recently issued new guidance (C&DI 103.12) on how a shareholder’s engagement with a company’s management could disqualify the shareholder from using the SEC’s short-form Schedule 13G....more

Cooley LLP

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

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On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more

DarrowEverett LLP

Private Placements in Florida Just Got Easier: Here’s How

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Florida recently implemented amendments to its Securities and Investor Protection Act (“Chapter 517”), bringing significant changes to the regulatory framework governing private placements, investment advisors, and exemptions...more

Morrison & Foerster LLP

2025 ESG + Sustainability Predictions

In 2024, challenges to environmental, social, and governance (ESG) and sustainability initiatives in the United States proliferated internationally. This proved true, even as Europe promoted additional ESG and climate/social...more

Paul Hastings LLP

ILPA Releases New Reporting and Performance Templates

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On January 22, the Institutional Limited Partners Association (ILPA) released an update to its 2016 Reporting Template and unveiled a new Performance Template. Together, the goal of these documents is to enhance and...more

Seward & Kissel LLP

Client Reminder: Required Gross Short Position and Activity Reporting by Institutional Investment Managers on Form SHO

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Seward & Kissel is reminding its clients about the recent January 2, 2025 compliance date for new Rule 13f-2 (the “New Rule”) under the Securities Exchange Act of 1934 (the “Exchange Act”), as well as related reporting on...more

Goodwin

New Proxy Voting Reporting Requirements For Investment Managers For 2023-24 Annual Meeting Season

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On November 2, 2022, the U.S. Securities and Exchange Commission (SEC) announced the adoption of amendments to Form N-PX and related rules to extend public company stockholder vote disclosure filing requirements beyond...more

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