News & Analysis as of August 8, 2025

Beneficial Owner

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

SEC Division of Corporate Finance Updates C&DIs Related to the Eligibility to File Schedule 13G

Dorsey & Whitney LLP on 2/27/2025

On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

Cooley LLP on 2/17/2025

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

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

Paul Hastings LLP on 2/11/2025

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

SEC Brings Suit Against Elon Musk for Failure to Report Twitter Ownership

Cadwalader, Wickersham & Taft LLP on 1/31/2025

On January 14, 2025, the U.S. Securities and Exchange Commission (the “SEC”) sued Elon Musk over his 2022 acquisition of Twitter, Inc. stock and alleged failure to timely disclose a 5% ownership stake in Twitter, as required...more

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

Cooley LLP on 1/17/2025

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

The SEC Amends Beneficial Ownership Reporting Rules

Davies Ward Phillips & Vineberg LLP on 10/25/2023

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted final amendments to the rules that govern beneficial ownership reporting and provided guidance on the application of those rules. The SEC also...more

FinCEN Announces Proposed Regulations to Implement Corporate Transparency Act Requirement

Holland & Knight LLP on 12/15/2021

The U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) released proposed regulations on Dec. 7, 2021, seeking to implement the "beneficial ownership information" (BOI) requirement of the Corporate...more

U.S. Capital Markets Regulations Affecting U.S. Companies

Pillsbury Winthrop Shaw Pittman LLP on 8/11/2021

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more

SEC Amendments Help Streamline Reporting for Public Companies

Bass, Berry & Sims PLC on 3/26/2019

On March 20, 2019, nearly a year and a half after proposing them, the SEC adopted amendments to disclosure requirements for reporting companies, as mandated by the 2015 Fixing America’s Surface Transportation Act (the “FAST...more

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 3: Special Issues under Sections 13(d) and 16 for...

Proskauer Rose LLP on 1/22/2019

The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more

U.S. Capital Markets Regulation and Practices: An Overview for Non-U.S. Companies

Pillsbury Winthrop Shaw Pittman LLP on 7/23/2015

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars, for companies located outside the United States. For non-U.S. companies (which we refer to in this...more

SEC Targets Corporate Insiders for Failing to Promptly Disclose Stock Transactions

Morgan Lewis on 9/19/2014

The Commission has announced an unprecedented enforcement initiative against officers, directors, and major stockholders for violating beneficial ownership reporting requirements and against public companies for their roles...more

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