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Beneficial Owner Disclosure Requirements Investors

White & Case LLP

“Under Pressure”: Walking the Fine Line of Section 13(d) Passive Investor Status

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On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more

Latham & Watkins LLP

Shareholder Engagement Practices Under New SEC Guidance on Schedule 13G Eligibility: FAQs

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The SEC Staff recently issued new guidance (C&DI 103.12) on how a shareholder’s engagement with a company’s management could disqualify the shareholder from using the SEC’s short-form Schedule 13G....more

Cooley LLP

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

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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

Cooley LLP

SEC files complaint against Elon Musk alleging violation of Section 13(d)

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On Tuesday, the SEC filed a complaint in the D.C. federal district court alleging that Elon Musk ignored the Section 13(d) beneficial ownership reporting deadline when, in March 2022, he acquired more than 5% of outstanding...more

Latham & Watkins LLP

Recent Developments for Directors - November 2024

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SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more

Bass, Berry & Sims PLC

SEC Adopts Amendments to Modernize Beneficial Ownership Reporting

On October 18, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting to “require market participants to provide more timely information on their positions...more

Harris Beach Murtha PLLC

SEC Rulemaking 2023 - An Overview

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In 2023, the Securities and Exchange Commission (SEC) continued its trend of recent years of robust and significant rulemaking that affects the range of players in the securities industry — public companies, broker-dealers,...more

Proskauer Rose LLP

SEC Strengthens Regulation 13D-G Rules for Beneficial Ownership Reporting

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On October 10, 2023, the Securities and Exchange Commission adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The adopting release...more

A&O Shearman

SEC Accelerates Schedule 13D/G Filing Deadlines and Issues Guidance on Derivatives and Group Formation

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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

Fenwick & West LLP

SEC Adopts Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

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On October 10, 2023, the U.S. Securities and Exchange Commission adopted new rules (the Amendments) that amend Regulation 13D-G under the Securities Exchange Act of 1934 (the Exchange Act), which provide companies, and the...more

Bracewell LLP

SEC Modernizes Beneficial Ownership Reporting

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On October 10, 2023, the Securities and Exchange Commission (the Commission) adopted amendments to modernize the rules governing beneficial ownership reporting. The amendments shorten the deadline for initial and amended...more

Paul Hastings LLP

Public Company Update: SEC Adopts Rules Modernizing Beneficial Ownership Reporting

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On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules modernizing the beneficial ownership reporting requirements pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act...more

Latham & Watkins LLP

SEC Adopts Amendments to 13D/G Beneficial Ownership Requirements

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On October 10, 2023, the SEC adopted amendments to shorten the filing deadlines for initial and amended beneficial ownership reports on Schedules 13D and 13G. The amendments will generally take effect no earlier than January...more

Paul Hastings LLP

Public Company Watch

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In the May edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new disclosure requirements for issuers’ repurchases of equity securities; In Re Edgio Inc. Stockholders...more

White & Case LLP

The INDEX Act: A challenge to the voting influence of institutional investors that may yield unintended consequences

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The Act's supporters say it would shift voting power from large investment advisers to individual investors, but the reality could be far more complex - The INDEX Act arrives at a moment of increasing resistance to ESG...more

Goodwin

UK Government Seeking to Introduce a Register of Overseas Entities

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As part of the UK government initiative to clamp down on criminals using UK property to launder their ill-gotten gains, the government is introducing some sweeping disclosure requirements in the form of a ‘Register of...more

Fenwick & West LLP

SEC Proposes Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

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On February 10, 2022, the U.S. Securities and Exchange Commission issued a proposal (Proposed rules: Modernization of Beneficial Ownership Reporting) that would amend Regulation 13D-G under the Securities Exchange Act of 1934...more

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