The SEC Amends Beneficial Ownership Reporting Rules

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted final amendments to the rules that govern beneficial ownership reporting and provided guidance on the application of those rules. The SEC also articulates two overarching themes which arguably reveal a new SEC perspective on shareholder activism.

Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the Exchange Act), together with Regulation 13D-G, require any person (and any "group" of persons) who beneficially own more than five percent of a class of voting equity securities to publicly report their beneficial ownership by filing a Schedule 13D or a (shorter) Schedule 13G, as applicable, depending on the type of holder and whether such holder owns securities with or without control intent. The rules apply to all classes of securities listed on a U.S. national securities exchange or otherwise registered under Section 12 of the Exchange Act, whether issued by domestic issuers or