News & Analysis as of

Schedule 13D Filing Requirements

Dorsey & Whitney LLP

EDGAR Next is Live - What Canadian Issuers Need to Know

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The SEC has updated the EDGAR system’s login, password, and access protocols which will affect Canadian SEC reporting companies and other individuals and entities with EDGAR filing codes, including non-reporting companies...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

Cooley LLP

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

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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

Navigating the SEC’s New XML Filing Requirements for Schedules 13D and 13G: What Funds Need to Know

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On December 18, 2024, new requirements go into effect that mandate the use of the XML format for Schedules 13D and 13G filings with the US Securities and Exchange Commission (SEC). The XML reporting requirements represent the...more

Fenwick & West LLP

New Structured Data Requirement for Schedules 13D/13G Takes Effect Dec. 18

Fenwick & West LLP on

Beginning December 18, Schedules 13D and 13G must be filed using an XML-based language. Filers will have the option of (1) using a fillable web form that converts inputted disclosures into 13D/13G-specific XML or (2)...more

White & Case LLP

Section 13 and 16 Developments: Lessons Learned from Recent SEC Enforcement Actions

White & Case LLP on

Over the past year, the U.S. Securities and Exchange Commission (“SEC”) has intensified its focus on beneficial ownership reporting under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934 (“Exchange...more

Sheppard Mullin Richter & Hampton LLP

Revised Schedule 13g Filing Deadlines Effective as of September 30, 2024 – What You Need to Know

On October 10, 2023, the SEC adopted amendments to the rules governing beneficial ownership reporting on Schedules 13D and 13G. While compliance with the amendments to the rules governing beneficial ownership reporting on...more

Dorsey & Whitney LLP

SEC Accelerates Filing Deadlines for Beneficial Ownership Reports by 5% Shareholders, and Further Amends and Guides Reporting...

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On October 10, 2023, the Securities and Exchange Commission (“SEC”) approved amendments to the Regulation 13D-G reporting regime for persons who beneficially own more than 5% of a class of securities (“5% Owners”) that is...more

Kramer Levin Naftalis & Frankel LLP

New York District Court Holds Late 13D Filing Can Lead to Private Damages Under Section 10(b)

On Sept. 29, 2023, Southern District of New York Judge Andrew L. Carter issued a decision denying Elon Musk’s motion to dismiss a securities fraud class action brought against him. The gravamen of the claim was that Musk...more

Orrick, Herrington & Sutcliffe LLP

SEC Finalizes Beneficial Ownership Rule Amendments

The SEC has adopted amendments to the beneficial ownership rules under Sections 13(d) and 13(g) of the Securities and Exchange Act. When the amendments take effect, they will accelerate filing deadlines, incrementally clarify...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

Cooley LLP

SEC approves changes to modernize beneficial ownership reporting [updated]

Cooley LLP on

[This post revises and updates my earlier post primarily to reflect the contents of the adopting release.] Last week, without an open meeting, the SEC adopted rule amendments governing beneficial ownership reporting...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

Farrell Fritz, P.C.

Passive Aggressive: Unpacking Elon Musk’s Beneficial Ownership Filings Regarding Twitter, Inc.

Farrell Fritz, P.C. on

Elon Musk’s contentious relationship with the Securities and Exchange Commission is likely to become even more complicated as a result of Mr. Musk’s filings with the Commission to report his recent purchases of shares in...more

Cooley LLP

SEC proposes to modernize beneficial ownership reporting [updated]

Cooley LLP on

[This post revises and updates my earlier post primarily to reflect the contents of the proposing release.] - The SEC has proposed to amend the complex beneficial ownership reporting rules. In the press release...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Changes to Beneficial Ownership Reporting

On February 10, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3-1 to approve proposed changes to public company beneficial ownership reporting requirements. The SEC has long considered such changes to the...more

Lowenstein Sandler LLP

SEC Proposes Changes To Regulation 13D and 13G Beneficial Ownership Reporting

Lowenstein Sandler LLP on

The proposed rules would: •Accelerate certain filing deadlines for Schedules 13D and 13G- •Expand the definition of “beneficial ownership” to capture cash-settled derivatives- •Alter the circumstances under which two...more

Sullivan & Worcester

SEC proposes shorter 13D and 13G deadlines and other Section 13 changes

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Yesterday, the SEC proposed rule amendments governing beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g)....more

Dechert LLP

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Private Funds - February 2020

Dechert LLP on

The U.S. federal securities laws, the Commodity Exchange Act and regulations thereunder, and certain other applicable federal laws, rules and regulations, as well as rules of U.S. self-regulatory organizations (such as the...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...

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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

Stinson - Corporate & Securities Law Blog

SEC Charges Hedge Fund with 13D Violation

The SEC charged a hedge fund sponsor that manages private funds and separately managed accounts focused on global distressed, special situations, and opportunistic investing with failure to timely file a Schedule 13D. The...more

Proskauer Rose LLP

A Practical Guide to the Regulation of Hedge Fund Trading Activities

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The trading activities of hedge funds raise a number of complex issues under the federal securities laws. Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview...more

Akin Gump Strauss Hauer & Feld LLP

The Deal Quotes Douglas Rappaport on Litigation Strategies for Shareholder Activists

The Deal article quoted Akin Gump's attorney Douglas Rappaport. Douglas Rappaport, a partner in the litigation practice at Akin Gump, has been quoted by The Deal in “Activist Spotlight: Litigation Strategy Moves Behind the...more

Dechert LLP

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

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The U.S. federal securities laws and the rules of U.S. self regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

Cadwalader, Wickersham & Taft LLP

M&A Update: Toehold Accumulations: Further Convergence Between Private Equity and Hedge Fund Strategies

Over the past few years, private equity funds and hedge funds have increasingly employed tactics traditionally employed by the other as part of their value maximization strategies. Underscoring this convergence has been a...more

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