News & Analysis as of

Securities Regulation Reporting Requirements Beneficial Owner

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

DLA Piper

To Control or Not to Control: SEC Issues New Guidance Impacting Schedule 13G filers

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The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders....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

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

Paul Hastings LLP

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

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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

Cadwalader, Wickersham & Taft LLP

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

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 Compliance Consultants, Inc. (SEC³)

Lessons From 2024: Tips for Private Fund Managers

As we look back on the SEC’s actions in 2024, we wanted to share our thoughts on lessons learned that we believe will carry through to 2025....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

Allen Matkins

SEC's Latest Complaint Against Elon Musk Spawns Questions About The Politics Of SEC Enforcement

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Earlier this week, the Securities and Exchange Commission filed a civil complaint in the U.S. District Court for the District of Columbia.  The complaint alleges that Mr. Musk in acquiring shares of Twitter failed to file a...more

SEC Compliance Consultants, Inc. (SEC³)

SEC Delivers its Enforcement Report, Industry Says Goodbye to SEC Chair Gensler, and Lessons on Third-Party Transfers and...

Welcome to our December 20243 Regulatory Roundup, where we provide practical advice on the latest regulatory headlines. We start this issue with the SEC’s 2024 enforcement results, which fell somewhat short after its 2023...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

Cooley LLP

Navigating the SEC’s New XML Filing Requirements for Schedules 13D and 13G: What Funds Need to Know

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On December 18, 2024, new requirements go into effect that mandate the use of the XML format for Schedules 13D and 13G filings with the US Securities and Exchange Commission (SEC). The XML reporting requirements represent the...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

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

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

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

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

Cooley LLP

Amended Filing Deadlines for Schedule 13G Filers Go Into Effect September 30, 2024

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In 2023, the Securities and Exchange Commission (SEC) adopted wide-ranging rule changes applicable to beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act. These rule changes are...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

Hogan Lovells

Mandatory compliance nears for remaining Section 13 reporting requirements - SEC Update

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The last two mandatory compliance dates under the SEC’s amendments to Exchange Act Regulation 13D-G adopted in October 2023 are fast approaching. We discussed the amendments in our SEC Update available here. Beginning on...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

Saul Ewing LLP

Public Companies Quarterly Update (Q2 2024)

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Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more

SEC Compliance Consultants, Inc. (SEC³)

Top Tips for Updating Your 2024 Compliance Program

Every year compliance officers face the unenviable job of performing their compliance program's annual review under Advisers Act Rule 206(4)-7). An essential element of that review is updating the firm's compliance policies...more

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