SEC Proposed Rules to update beneficial ownership reporting
The SEC today proposed rule amendments to update beneficial ownership reporting under 1934 Act Sections 13(d) and 13(g).
The proposed amendments to Regulation 13D-G would:
- accelerate the filing deadlines for Schedule 13D beneficial ownership reports from 10 days to five days and require that amendments be filed within one business day (which has been the practice for amendments since the 1985 Cooper Labs SEC decision);
- generally accelerate the filing deadlines for Schedule 13G beneficial ownership reports (which differ based on the type of filer);
- accelerate the filing deadlines for Schedule 13G amendments
- expand the application of Regulation 13D-G to certain derivative securities;
- clarify the circumstances under which two or more persons have formed a “group” that would be subject to beneficial ownership reporting obligations; provide new exemptions to permit certain persons to communicate and consult with one another, jointly engage issuers, and execute certain transactions without being subject to regulation as a “group;” and
- require that Schedules 13D and 13G be filed using a structured, machine-readable data language.
The Fact Sheet summarizing the proposed amendments:
Text of proposed rule amendments:
Please contact your Pillsbury investment management attorney with any questions.