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Reporting Requirements Beneficial Owner 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

Skadden, Arps, Slate, Meagher & Flom LLP

Prepare for Changes to the Shareholder Engagement Process

As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...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

Walkers

Cayman Islands beneficial ownership regime: Update and progress towards 1 January 2025

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How does the beneficial ownership reporting regime developments impact those within the fund governance function? Introduction - As noted in our recent advisory, the Cayman Islands' beneficial ownership reporting...more

Mayer Brown Free Writings + Perspectives

SEC Testifies Before Congress & Updates from the Division of Corporation Finance

The Chair and Commissioners of the Securities and Exchange Commission testified before the US House of Representatives Committee on Financial Services on September 24, 2024.  The SEC’s testimony provided updates on market...more

K&L Gates LLP

Expedited Schedule 13G Deadlines Are Now in Effect

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In October 2023, the US Securities and Exchange Commission (SEC) adopted amendments to modernize its beneficial ownership rules, which we previously addressed in this news alert. These updates include revised filing deadlines...more

Mayer Brown Free Writings + Perspectives

Accelerated Schedule 13G Reporting Deadlines Effective September 30

The Securities and Exchange Commission’s accelerated Schedule 13G filing deadlines become effective September 30, 2024. On October 10, 2023, the SEC adopted changes to Schedules 13D and 13G relating to beneficial ownership...more

Cohen & Gresser LLP

Upcoming Changes to Schedule 13G Reporting

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So long ago that it may have slipped from memory, the U.S. Securities and Exchange Commission (“SEC”) adopted changes to the regime for reporting beneficial interests in publicly traded equity securities on Schedule 13G. The...more

Troutman Pepper Locke

New Accelerated Schedule 13G Reporting Deadlines Effective September 30

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The Securities and Exchange Commission’s (SEC) new accelerated Schedule 13G filing deadlines will become effective on September 30, 2024. On October 10, 2023, as part of an initiative to modernize beneficial ownership...more

Cadwalader, Wickersham & Taft LLP

Schedule 13G – Preparing for the New Reporting Deadlines

On October 10, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to rules promulgated under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),...more

Strafford

[Webinar] Corporate Transparency Act's Impact on Real Estate: Reporting Companies; Exemptions; Beneficial Ownership Reporting -...

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This CLE webinar will examine the Corporate Transparency Act (CTA), effective Jan. 1, 2024, and its impact on real estate entities and transactions, including who is considered a "reporting company" subject to new beneficial...more

Strafford

[Webinar] Corporate Transparency Act's Impact on Real Estate: Reporting Companies; Exemptions; Beneficial Ownership Reporting -...

Strafford on

This CLE webinar will examine the Corporate Transparency Act (CTA), effective Jan. 1, 2024, and its impact on real estate entities and transactions, including who is considered a "reporting company" subject to new beneficial...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

Procopio, Cory, Hargreaves & Savitch LLP

Decoding the Corporate Transparency Act: Navigating the Changes Ahead

The reporting requirements for beneficial ownership information under the Corporate Transparency Act (CTA) will come into effect on January 1st, 2024. The CTA, a bipartisan law enacted by Congress on January 1st, 2021,...more

Cooley LLP

SEC Adopts Amendments to Beneficial Ownership Reporting Rules: What Investors Need To Know

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On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to Regulation 13D – G under the Securities Exchange Act of 1934, as amended (Exchange Act), which govern the beneficial ownership reporting...more

White & Case LLP

SEC Adopts Rule Amendments to Modernize Beneficial Ownership Reporting

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On October 10, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g)1 of the Securities Exchange Act of 1934...more

Alston & Bird

The SEC Issues Final Rules Amending Sections 13(d) and 13(g) to Modernize Beneficial Ownership Reporting

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The Securities and Exchange Commission has shortened filing deadlines for Schedules 13D and 13G, finalizing rules proposed more than a year ago. Our Securities Group breaks down these changes and final rules on cash-settled...more

King & Spalding

SEC Amends Beneficial Ownership Reporting Requirements

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On October 10, 2023, the Securities and Exchange Commission (the “Commission”) adopted final rules amending the beneficial ownership reporting requirements established by the Commission under Sections 13(d) and 13(g) of the...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

Maynard Nexsen

SEC Amends Beneficial Reporting Deadlines under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934

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On October 10, 2023, the Securities and Exchange Commission (the “Commission”) announced that it had adopted amendments (the “Amendments”) to its rules for beneficial ownership reporting under Sections 13(d) and 13(g) of the...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

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