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ARTICLE · 17 OCTOBER 2023

SEC Approves Changes To Modernize Beneficial Ownership Reporting [Updated]

Last week, without an open meeting, the SEC adopted rule amendments governing beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g)...

United StatesCorporate/Commercial Law
[This post revises and updates my earlier post primarily to reflect the contents of the adopting release.]

Last week, 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 clarifies the disclosure requirements of Schedule 13D with respect to derivative securities and provides guidance on the definition of "group" formation. In addition, the amendments require that these Schedules be filed in XBRL, and to that end, the SEC made a number of technical changes to Reg S-T. The adopting release also discusses the changes that had been proposed, but that, in response

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