SEC Staff Issues New Guidance Regarding Schedule 13D/G

On February 11, 2025, the SEC staff published updates to two Compliance and Disclosure Interpretations (C&DIs) regarding the availability of Schedule 13G to certain investors, specifically concerning activities that could preclude an investor from reporting on Schedule 13G in certain circumstances. The C&DIs have been updated to revise Question 103.11 and include a new Question 103.12, the text of which are reproduced below.

Under the SEC rules, when any person directly or indirectly acquires more than five percent of a class of a public company's equity securities, that person must file a Schedule 13D with the SEC unless they qualify to file the shorter-form Schedule 13G. One category of persons who qualify to file on Schedule 13G are so-called "passive" investors who do not hold a company's equity securities "with the purpose or effect of changing or influencing the control of the issuer."