News & Analysis as of

Securities and Exchange Commission (SEC) CDIs Shareholders

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

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

BCLP

Time to Get Ready for the 2024 Reporting Season

BCLP on

As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more

Cooley LLP

Corp Fin posts new CDIs regarding the use of universal proxy cards

Cooley LLP on

Corp Fin has issued three new CDIs regarding universal proxy. In November 2021, the SEC amended the federal proxy rules to mandate the use of universal proxies in all non-exempt solicitations in connection with contested...more

Cooley LLP

Corp Fin issues new CDIs on universal proxy

Cooley LLP on

At the end of last week, Corp Fin issued three new CDIs related to universal proxies under Rule 14a-19. In November 2021, the SEC amended the federal proxy rules to mandate the use of universal proxies in all non-exempt...more

Cooley LLP

Blog: Corp Fin issues two new CDIs on Notices of Exempt Solicitation

Cooley LLP on

Corp Fin has issued two new CDIs related to the voluntary submission of Notices of Exempt Solicitation under Exchange Act Rule 14a-6(g). That rule requires any person who engages in an exempt solicitation pursuant to Exchange...more

Dorsey & Whitney LLP

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff...

Dorsey & Whitney LLP on

On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more

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