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ARTICLE · 19 FEBRUARY 2025

SEC Issues New Guidance On Schedule 13G Eligibility

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United States: SEC Issues New Guidance on Schedule 13G Eligibility Feb 18 2025 By: Lance C. Dial and Jennifer R. Gonzalez The SEC's Division of Corporation Finance recently issued new guidance regarding when shareholders can file beneficial ownership reports on Schedule 13G.

United StatesCorporate/Commercial Law
Lance Dial
Lance Dial
Jennifer Gonzalez
Jennifer Gonzalez

The SEC's Division of Corporation Finance recently issued new guidance regarding when shareholders can file beneficial ownership reports on Schedule 13G. While the 11 February 2025 Compliance and Disclosure Interpretation (C&DI) maintains the same fundamental principles as before, it adopts a more nuanced approach to what constitutes "changing or influencing control of the issuer."

What Hasn't Changed

The basic framework remains intact: shareholders can still file on Schedule 13G if their securities weren't acquired or held with the purpose of changing or influencing issuer control. The guidance continues to prohibit using Schedule 13G when advocating for clear "control" transactions, such as:

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