News & Analysis as of June 2, 2025

Beneficial Owner

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

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

Dorsey & Whitney LLP on 2/27/2025

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

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

Cooley LLP on 2/17/2025

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

SEC's Latest Complaint Against Elon Musk Spawns Questions About The Politics Of SEC Enforcement

Allen Matkins on 1/16/2025

Earlier this week, the Securities and Exchange Commission filed a civil complaint in the U.S. District Court for the District of Columbia. The complaint alleges that Mr. Musk in acquiring shares of Twitter failed to file a...more

The SEC Amends Beneficial Ownership Reporting Rules

Davies Ward Phillips & Vineberg LLP on 10/25/2023

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted final amendments to the rules that govern beneficial ownership reporting and provided guidance on the application of those rules. The SEC also...more

SEC Adopts Amendments to the Beneficial Ownership Rules

Jones Day on 10/18/2023

In Short - The Background: On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the rules that govern beneficial ownership reporting for investors, marking the first update to...more

SEC Proposes Amendments to Shareholder Reporting Rules, Affecting Schedule 13D/G Filers and Impacting Section 16(a) Reporting

Pillsbury Winthrop Shaw Pittman LLP on 4/18/2022

Rule amendments, if adopted, would substantially shorten filing deadlines for initial and amended Schedules 13D and 13G, as well as increase the number of securityholders required to file Section 16(a) reports (Forms 3, 4,...more

2020 Poison Pill Recap And Current Trends

Morrison & Foerster LLP on 2/25/2021

The number of stockholder rights plans (also known as “poison pills”) adopted in 2020 significantly increased compared to prior years. The collapse in public company equity values during the inception of the COVID-19...more

SEC Targets Corporate Insiders for Failing to Promptly Disclose Stock Transactions

Morgan Lewis on 9/19/2014

The Commission has announced an unprecedented enforcement initiative against officers, directors, and major stockholders for violating beneficial ownership reporting requirements and against public companies for their roles...more

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