Recent SEC Enforcement Actions Put Spotlight On Schedule 13D (Early Warning Reports) Update

Recent administrative proceedings on the part of the Securities and Exchange Commission (SEC) serve as a cautionary note for Schedule 13D filers with respect to the breadth of their duty to amend their filings when there are material changes or developments in the information previously reported. Overall, these cases suggest that caution is warranted for filers of Schedule 13D when planning a going private transaction that involves registered securities. Indeed, these recent enforcement proceedings indicate that the preliminary preparation of a transaction with respect to company's registered securities may trigger a requirement to amend Schedule 13D to disclose publicly the plans or intentions.