Shorter Filing Deadlines and Expanded Disclosure
New Guidance on “Group” Formation and Cash Settled Derivative Securities
On October 10, 2023, the Securities and Exchange Commission adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The adopting release is available here (the “Adopting Release”).[1] These rules require investors that beneficially own more than 5% of a public company’s equity securities to publicly disclose their beneficial ownership and other related information in either a Schedule 13D or Schedule 13G. The SEC’s rule changes:
