SEC Approves Changes To Modernize Beneficial Ownership Reporting

Yesterday, without an open meeting, the SEC adopted rule amendments governing beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g), updating Reg 13D-G to "require market participants to provide more timely information on their positions to meet the needs of investors in today's financial markets." Commissioner Hester Peirce dissented. In essence, the amendments accelerate the filing deadlines for Schedules 13D and 13G. The adopting release also provides guidance on the definition of "group" formation. According to SEC Chair Gary Gensler, "[t]oday's adoption updates rules that first went into effect more than 50 years ago. Frankly, these deadlines from half a century ago feel antiquated....In our fast-paced markets, it shouldn't take 10 days for the public to learn about an attempt to change or influence control of a public company. I am pleased to support this adoption because it updates Schedules 13D and 13G reporting requirements for modern