News & Analysis as of

Reporting Requirements Beneficial Owner Securities Exchange Act of 1934

Hogan Lovells

SEC staff updates guidance on Section 13 beneficial ownership reporting rules

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The SEC’s Division of Corporation Finance recently issued 18 revised Compliance and Disclosure Interpretations (C&DIs) relating to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G under the Exchange Act. This...more

Morris, Manning & Martin, LLP

Securities & Corporate Governance Q4 2024 Quarterly Newsletter

Morris, Manning & Martin, LLP’s Securities & Corporate Governance Quarterly Newsletter is designed to update public and private company clients on recent developments in federal securities laws and corporate governance...more

White & Case LLP

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

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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

Husch Blackwell LLP

SEC Levies Extensive Penalties for Late Beneficial Ownership Reporting and Insider Transaction Reports

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On September 25, 2024, the Securities and Exchange Commission (SEC) announced settlements with 23 entities and individuals for untimely reporting related to their respective holdings and transactions in public company stock....more

Morgan Lewis

SEC Enforces Beneficial Ownership, Insider Transaction Reporting Requirements; Reminder New 13G Deadlines Now in Effect

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Recent actions by the US Securities and Exchange Commission’s (SEC’s) Division of Enforcement highlight the importance of making timely filings pursuant to Sections 13(d), 16, and 13(f) of the Securities Exchange Act of 1934....more

McDermott Will & Schulte

SEC Amends Schedule 13G Beneficial Ownership Reporting Deadlines

On September 30, 2024, the revised Schedule 13G filing deadlines became effective. In this article, we provide an overview of the new regime and provide a comparison with the corresponding notification deadlines in the EU and...more

Alston & Bird

SEC Cracks Down on Individuals and Entities for Failure to Timely File Beneficial Ownership and Insider Trading Reports

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Our Securities Group weighs in on the settlement by the Securities and Exchange Commission with 23 separate entities and individuals for alleged violations involving the failure to timely report ownership information....more

Wilson Sonsini Goodrich & Rosati

REMINDER: New Schedule 13G Filing Deadlines

In October 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules amending the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange...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

Vinson & Elkins LLP

Considerations for REITs, their Subsidiaries, and Other Real Estate Companies under the Corporate Transparency Act

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The Corporate Transparency Act (the “CTA”), a new federal law, went into effect on January 1, 2024. The CTA requires that certain entities file Beneficial Ownership Information Reports (“BOI Reports”) with the Financial...more

Foley & Lardner LLP

The Corporate Transparency Act and the Impact on M&A in the U.S.

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2024 ushered in a seismic shift for mergers and acquisitions (M&A) in the U.S. with the implementation of the Corporate Transparency Act (CTA). Aimed at cracking down on the misuse of shell companies and promoting ownership...more

Ballard Spahr LLP

Think Your Large Organization Is Exempt From the CTA? Think Again

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Although large organizations are generally exempt from filing under the Corporate Transparency Act (CTA), companies must perform a careful analysis to determine whether they have reporting obligations for certain subsidiaries...more

Baker Donelson

Navigating the Maze: Who's Exempt from the Corporate Transparency Act?

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On January 1, 2021, Congress enacted the National Defense Authorization Act of 2021. By only reading the title of the Act, one might not realize the significance of its impact upon the corporate world as we all know it....more

Snell & Wilmer

Corporate Communicator - 2024 Annual Meeting Season

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Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season

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This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - November 2023

...SEC Adopts Amendments to Fund Names Rule - On September 20, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 35d-1 under the Investment Company Act of 1940 (the Fund Names Rule) as well...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Rule Changes to Shareholder Ownership Reporting

The SEC shortened Schedule 13D and Schedule 13G beneficial ownership reporting deadlines and amended disclosure requirements. The SEC modified and accelerated the initial filing and amendment deadlines, as well as...more

Katten Muchin Rosenman LLP

SEC Accelerates Beneficial Ownership Filing Deadlines but Holds Off on Other Changes

On October 10, the Securities and Exchange Commission (SEC or the Commission) adopted comprehensive changes to Regulation D-G, which governs beneficial ownership reporting under Section 13(d) of the Securities Exchange Act of...more

BakerHostetler

The SEC Catches Schedule 13D and 13G Filings Up to Speed with Accelerated Deadlines

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On Oct. 10, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules amending Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. The amendments aim to provide investors...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

Ballard Spahr LLP

SEC Modernizes Beneficial Ownership Reporting Rules

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Summary - On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) 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

Ballard Spahr LLP

A Roadmap to the CTA’s Game-Changing Reporting Requirements

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Beginning on January 1, 2024, many U.S. legal entities and foreign entities registered to do business in the U.S. will be required to report information about themselves, their beneficial owners, and their company applicants...more

Morrison & Foerster LLP

U.S. SEC Adopts Amendments to Beneficial Ownership Reporting Rules

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

Mintz - Securities & Capital Markets...

SEC Adopts Amendments to Section 13 Reporting Requirements

On October 10, 2023, as part of an effort to modernize beneficial ownership reporting requirements to align with today’s dynamic markets, the Securities and Exchange Commission (the “SEC”) announced the adoption of amendments...more

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