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SEC adopts changes modernizing beneficial ownership reporting.

Posted by Eric M. Leander | Oct 17, 2023 | 0 Comments

The SEC recently implemented rule amendments pertaining to beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g), modernizing Regulation 13D-G with the aim of "providing more timely position information to meet the demands of today's financial markets." Essentially, these amendments expedite the filing deadlines for Schedules 13D and 13G. The adoption release also provides clarity on the disclosure obligations concerning derivative securities within Schedule 13D and offers guidance on the definition of "group" formation. Furthermore, the amendments mandate that these schedules be submitted in XBRL format, prompting the SEC to introduce several technical adjustments to Regulation S-T.

The adopting release also touches on various changes that were proposed but ultimately not adopted including, among others, changes relating to specific holders of cash-settled derivative securities as beneficial owners of the reference covered class. Instead, the SEC has chosen to amend Schedule 13D to explicitly require the disclosure of interests in derivative securities and has provided guidance on these two topics in the adopting release.

SEC Chair Gary Gensler stated the "adoption updates rules that first went into effect more than fifty [50] years ago" noting the original deadlines, which were set in that era, now seem outdated. Gensler expressed satisfaction with the adoption, emphasizing that in today's fast-paced markets, it is no longer acceptable for the public to wait ten days to learn about attempts to alter or influence control of a public company. The adopted amendments to Schedules 13D and 13G reporting requirements aim to bring them in line with modern markets, ensuring investors receive crucial information promptly and reducing information imbalances.

Follow these links to read the SEC Press Release, the SEC Fact Sheet, and the Final Rule 

About the Author

Eric M. Leander

Principal Attorney Eric Leander focuses his practice on business, corporate, securities, commercial real estate, contracts, and transactional law matters, representing established businesses, innovative entrepreneurs, high-growth startups, and investors across a variety of industries throughout New York State and beyond.


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