News & Analysis as of

Schedule 13D Disclosure Requirements

Fenwick & West LLP

SEC Updates CDIs on Schedules 13D and 13G Eligibility

Fenwick & West LLP on

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

White & Case LLP

“Under Pressure”: Walking the Fine Line of Section 13(d) Passive Investor Status

White & Case LLP on

On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more

Sullivan & Worcester

New SEC Guidance May Lead to More 5% Shareholders Having to File Schedule 13Ds

Sullivan & Worcester on

The SEC’s Division of Corporation Finance recently published a new Compliance and Disclosure Interpretation (CD&I) 103.12 regarding shareholders’ engagement with issuers’ management in the context of eligibility to report on...more

Cadwalader, Wickersham & Taft LLP

SEC Staff Issues New Guidance Regarding Schedule 13D/G

On February 11, 2025, the SEC staff published updates to two Compliance and Disclosure Interpretations (C&DIs) regarding the availability of Schedule 13G to certain investors, specifically concerning activities that could...more

BCLP

Shareholder Engagement by Investors May Trigger Requirement to Convert From Schedule 13D to 13G

BCLP on

The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...more

Cooley LLP

A Response to Last Week’s Corp Fin Interps: BlackRock Stops All Scheduled Engagement!

Cooley LLP on

As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Updates CDIs on Beneficial Ownership Reporting

On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11...more

Cooley LLP

Corp fin posts two new CDIs on Schedules 13D and 13G

Cooley LLP on

Corp Fin has posted two new CDIs regarding filing of Schedules 13D and 13G under Exchange Act Sections 13(d) and 13(g) and related Rule 13d-1. The new CDIs address issues related to determining, for purposes of eligibility to...more

Cooley LLP

Annual SEC Section 13 Filing Requirements for Venture, Private Equity Funds (Updated)

Cooley LLP on

Venture and private equity funds and other investors that own equity securities of public companies may have numerous Securities and Exchange Commission (SEC) filing requirements – including filings based on the size of the...more

Cooley LLP

Public Companies Update – October 2024 One-Minute Reads

Cooley LLP on

SEC adopts EDGAR Next - As outlined in this October 22 Cooley alert, the Securities and Exchange Commission (SEC) adopted final rules implementing EDGAR Next on September 27, 2024, which will change the way constituents...more

BCLP

ICAHN Settles With SEC for Failures to Disclose Key Details of Margin Loan Stock Pledges - Teaching Moment for Directors and...

BCLP on

On August, 19, 2024, the SEC announced settled charges against Carl C. Icahn and his publicly traded company, Icahn Enterprises L.P. (IEP), for failing to disclose information relating to Icahn’s pledges of IEP securities –...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - November 2023

...SEC Adopts Amendments to Fund Names Rule - On September 20, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 35d-1 under the Investment Company Act of 1940 (the Fund Names Rule) as well...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Rule Changes to Shareholder Ownership Reporting

The SEC shortened Schedule 13D and Schedule 13G beneficial ownership reporting deadlines and amended disclosure requirements. The SEC modified and accelerated the initial filing and amendment deadlines, as well as...more

Katten Muchin Rosenman LLP

SEC Accelerates Beneficial Ownership Filing Deadlines but Holds Off on Other Changes

On October 10, the Securities and Exchange Commission (SEC or the Commission) adopted comprehensive changes to Regulation D-G, which governs beneficial ownership reporting under Section 13(d) of the Securities Exchange Act of...more

Ballard Spahr LLP

SEC Modernizes Beneficial Ownership Reporting Rules

Ballard Spahr LLP on

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

Morrison & Foerster LLP

U.S. SEC Adopts Amendments to Beneficial Ownership Reporting Rules

Morrison & Foerster LLP on

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

Mintz - Securities & Capital Markets...

SEC Adopts Amendments to Section 13 Reporting Requirements

On October 10, 2023, as part of an effort to modernize beneficial ownership reporting requirements to align with today’s dynamic markets, the Securities and Exchange Commission (the “SEC”) announced the adoption of amendments...more

Proskauer Rose LLP

SEC Strengthens Regulation 13D-G Rules for Beneficial Ownership Reporting

Proskauer Rose LLP on

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

A&O Shearman

SEC Accelerates Schedule 13D/G Filing Deadlines and Issues Guidance on Derivatives and Group Formation

A&O Shearman on

On October 10, 2023, the 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 of 1934. The amendments accelerate the...more

Seward & Kissel LLP

SEC Adopts Amendments to Beneficial Ownership Reporting Rules

Seward & Kissel LLP on

Who may be interested: Registered Investment Companies, Investment Advisers. Quick Take: The SEC adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Exchange...more

BCLP

Major Changes to 13D-13G Reporting Adopted by SEC

BCLP on

On October 10, 2023, the SEC adopted final amendments to Section 13(d) reporting obligations, including: ..Significantly accelerating filing deadlines ..Extending the filing cut-off from 5:30 pm ET to 10 pm ET ...more

Latham & Watkins LLP

SEC Adopts Amendments to 13D/G Beneficial Ownership Requirements

Latham & Watkins LLP on

On October 10, 2023, the SEC adopted amendments to shorten the filing deadlines for initial and amended beneficial ownership reports on Schedules 13D and 13G. The amendments will generally take effect no earlier than January...more

Paul Hastings LLP

Public Company Watch

Paul Hastings LLP on

In the May edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new disclosure requirements for issuers’ repurchases of equity securities; In Re Edgio Inc. Stockholders...more

Snell & Wilmer

Schedule 13D and 13G Website Posting

Snell & Wilmer on

Over the years, company websites have become an increasingly important source of information for investors. In the investor relations section of their websites, companies often include, or link to, information regarding...more

Proskauer Rose LLP

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 3: Special Issues under Sections 13(d) and 16 for...

Proskauer Rose LLP on

The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more

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