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Beneficial Owner Filing Requirements Publicly-Traded Companies

Paul Hastings LLP

SEC Reporting Obligations Under Section 13 and Section 16 of the Exchange Act - UPDATED February 2025

Paul Hastings LLP on

This legal update summarizes (a) the reporting requirements under Section 13(d), (f), (g) and (h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are generally applicable to persons that own or...more

White & Case LLP

Section 13 and 16 Developments: Lessons Learned from Recent SEC Enforcement Actions

White & Case LLP on

Over the past year, the U.S. Securities and Exchange Commission (“SEC”) has intensified its focus on beneficial ownership reporting under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934 (“Exchange...more

Perkins Coie

SEC Sweep of Late Beneficial Ownership Filings

Perkins Coie on

In late September, the SEC announced a sweep of settled charges for late beneficial ownership and insider transaction filings, including over $3.8 million in penalties against individuals and companies. This sweep was similar...more

Dorsey & Whitney LLP

The Corporate Transparency Act: Deadline Approaching

Dorsey & Whitney LLP on

This is a reminder that the deadline to file initial Beneficial Ownership Information Reports with FinCEN is January 1, 2025 for all non-exempt entities formed or registered to do business in the United States prior to...more

Fenwick & West LLP

SEC Enforcement Sweep for Late Sections 13 and 16 Reports

Fenwick & West LLP on

On September 25, the Securities and Exchange Commission (SEC) announced that it had charged 23 entities and individuals for failure to timely file Schedules 13D and 13G reports and Forms 3, 4, and 5. The SEC also charged two...more

Jenner & Block

Client Alert: SEC Amends Schedules 13D and 13G Beneficial Ownership Reporting Rules and Filing Requirements

Jenner & Block on

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rule amendments (the “Final Rules”) that implement various changes to the reporting and filing requirements under Regulation 13D-G...more

Sullivan & Worcester

SEC Amends Deadlines and Other Rules for Reporting Beneficial Ownership on Schedules 13D and 13G

Sullivan & Worcester on

The Securities and Exchange Commission has amended the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). Sections 13(d) and 13(g) of the...more

BakerHostetler

Preparing for the 2023 Proxy and Annual Reporting Season: Key Issues and Considerations

BakerHostetler on

Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Changes to Beneficial Ownership Reporting

On February 10, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3-1 to approve proposed changes to public company beneficial ownership reporting requirements. The SEC has long considered such changes to the...more

Stinson - Corporate & Securities Law Blog

SEC Proposes to Amend Filing Deadlines for Schedule 13D and 13G

The SEC has proposed comprehensive changes to Regulation 13D-G and Regulation S-T to modernize the beneficial ownership reporting requirements and improve their operation and efficacy....more

Stinson - Corporate & Securities Law Blog

SEC Clarifies Relationship between HSR Investment Intent and 13D/G Status

The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G. The CDI poses...more

Mintz - Securities & Capital Markets...

Happy Valentine’s Day – Schedule 13G Filings Due This Year on February 17, 2015

Investors that own more than 5% of a public company’s securities and file under the exempt category (which includes most venture capital firms and other similar investors) are required to file their beneficial ownership...more

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