On July 11, the SEC’s Division of Corporation Finance amended 18 Compliance and Disclosure Interpretations relating to Regulation 13D-G, which pertains to beneficial ownership reporting rules.
These amendments bring the CDIs into line with the amendments to Regulation 13D-G that were adopted in October 2023 and became effective in February 2024. Those amendments accelerated the filing deadlines for Schedules 13D and 13G and provided additional guidance on formation of a “group” and other beneficial ownership-related issues.
The revised CDIs now reflect the new deadlines from the Regulation 13D-G amendments and the guidance referred to above. None of the revised CDIs changed the SEC’s response to the hypothetical question that was posed in opening each CDI.
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