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ARTICLE · 13 NOVEMBER 2023

SEC Modernizes Schedule 13D And Schedule 13G Beneficial Ownership Reporting

Current and aspiring public company securities holders and issuers take note: in October 2023, the Securities and Exchange Commission (SEC) adopted Final Rules that amend...

CanadaCorporate/Commercial Law

Current and aspiring public company securities holders and issuers take note: in October 2023, the Securities and Exchange Commission (SEC) adopted Final Rules that amend multiple beneficial ownership reporting requirements for holders of five percent or more of a public company's class of equity securities. These Final Rules impose shorter deadlines for Schedule 13D and 13G filings and amendments, as well as a new requirement that Schedule 13D and 13G filings be submitted using a structured, machine-readable data language.

Statutory framework

Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 ("the Exchange Act"), and Regulation 13D-G thereunder, impose initial and ongoing disclosure requirements on any person or group who directly or indirectly acquires or holds beneficial ownership of five percent or more of a public company's class of equity securities. These beneficial owners must file with the SEC a Schedule 13D (or Schedule 13G if certain

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