News & Analysis as of

Securities and Exchange Commission (SEC) Schedule 13D

Cooley LLP

Amended Filing Deadlines for Schedule 13G Filers Go Into Effect September 30, 2024

Cooley LLP on

In 2023, the Securities and Exchange Commission (SEC) adopted wide-ranging rule changes applicable to beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act. These rule changes are...more

Proskauer - Regulatory & Compliance

New filing deadlines for Schedule 13G effective September 30

The deadlines for filing and amending Schedule 13Gs are about to change, and regular 13G amendments will now be due on a quarterly basis instead of annually. As we discussed in our alert last fall (available here), in...more

Hogan Lovells

Mandatory compliance nears for remaining Section 13 reporting requirements - SEC Update

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The last two mandatory compliance dates under the SEC’s amendments to Exchange Act Regulation 13D-G adopted in October 2023 are fast approaching. We discussed the amendments in our SEC Update available here. Beginning on...more

Troutman Pepper

New Accelerated Schedule 13G Reporting Deadlines Effective September 30

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The Securities and Exchange Commission’s (SEC) new accelerated Schedule 13G filing deadlines will become effective on September 30, 2024. On October 10, 2023, as part of an initiative to modernize beneficial ownership...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

Cooley LLP

SEC charges Icahn and publicly traded partnership with failure to disclose pledged securities

Cooley LLP on

Here’s a reminder for all of us about the need to disclose securities pledged as collateral for margin loans—a reminder that comes at the expense of Carl Icahn and his affiliated master limited partnership, Icahn Enterprises...more

Cadwalader, Wickersham & Taft LLP

Schedule 13G – Preparing for the New Reporting Deadlines

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

Morgan Lewis

Second Circuit Affirmance of ‘Sterilization’ Remedy Denial in 13d Case Reinforces Need for Appropriate Advance Notice Bylaws

Morgan Lewis on

The US Court of Appeals for the Second Circuit recently affirmed a District Court’s denial of a company’s request to “sterilize” the voting securities of stockholders who allegedly violated the disclosure requirements of...more

Proskauer - Regulatory & Compliance

SEC Settlement Highlights Risks for 13G Filers When Moving from Passive to Active Status

The SEC’s recent enforcement settlement involving a fund manager highlights the SEC’s focus on an investor’s “control purpose” triggering the requirement to file on a Schedule 13D as opposed to a short-form 13G. At issue was...more

Husch Blackwell LLP

SEC Adopts Amendments to Beneficial Ownership Reporting Rules

Husch Blackwell LLP on

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the reporting requirements relating to beneficial ownership. As outlined below, the amendments (i) shorten the deadlines to file for...more

Troutman Pepper

New Amendments and Pending Legislation Impact SEC Beneficial Ownership Reporting: What Foreign Private Issuers Need to Know

Troutman Pepper on

On November 7, the U.S. Securities and Exchange Commission (SEC) published amendments to the beneficial ownership reporting rules under Sections 13D and 13G of the Securities Exchange Act of 1934 (the Exchange Act). These...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

BakerHostetler

The SEC Catches Schedule 13D and 13G Filings Up to Speed with Accelerated Deadlines

BakerHostetler on

On Oct. 10, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules amending Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. The amendments aim to provide investors...more

Cooley LLP

SEC Adopts Amendments to Beneficial Ownership Reporting Rules: What Investors Need To Know

Cooley LLP on

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to Regulation 13D – G under the Securities Exchange Act of 1934, as amended (Exchange Act), which govern the beneficial ownership reporting...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

Alston & Bird

The SEC Issues Final Rules Amending Sections 13(d) and 13(g) to Modernize Beneficial Ownership Reporting

Alston & Bird on

The Securities and Exchange Commission has shortened filing deadlines for Schedules 13D and 13G, finalizing rules proposed more than a year ago. Our Securities Group breaks down these changes and final rules on cash-settled...more

Kelley Drye & Warren LLP

SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting

Kelley Drye & Warren LLP on

On October 10, 2023, the Securities and Exchange Commission (the ​“SEC”) adopted rule amendments (the ​“Final Rules”) for investors required to file beneficial ownership reports under the Sections 13(d) and 13(g) of the...more

Cooley LLP

Public Companies Update - October One-Minute Reads, October 2023

Cooley LLP on

SEC adopts amendments to beneficial ownership rules - On October 10, the Securities and Exchange Commission (SEC) announced that it had adopted final rules governing beneficial ownership reporting under Exchange Act...more

Kramer Levin Naftalis & Frankel LLP

SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting

On Oct. 10, the U.S. 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 (Exchange Act)....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

Cadwalader, Wickersham & Taft LLP

SEC Adopts Final Rules to Amend Beneficial Ownership Reporting Rules

On October 10, 2023, the SEC adopted rule amendments related to Section 13 beneficial ownership reporting rules (the “Final Rules”).  In brief, the Final Rules accelerate the filing deadlines for Schedules 13D and 13G,...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

Dorsey & Whitney LLP

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

Dorsey & Whitney LLP on

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

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