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ARTICLE · 15 JULY 2026

SEC Issues New Guidance For Activist Fund Managers

McDermott Will & Schulte
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The US Securities and Exchange Commission's Division of Corporation Finance has issued new interpretations addressing disclosure requirements for activist investors and proxy solicitations. These interpretations clarify when investors in special purpose entities must be disclosed in Schedule 13D filings and proxy statements, and provide guidance on the treatment of total return swaps for beneficial ownership purposes.

United StatesFinance and Banking
Ele Klein
Ele Klein
Eileen Overbaugh
Eileen Overbaugh
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Overview

On July 9, 2026, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) issued new Corporation Finance Interpretations that reflect the Division’s interpretation of disclosure requirements pursuant to Schedule 13D and Schedule 14A of the relevant proxy rules.

In depth

Schedule 13D

The Division’s interpretation states that the identities of the investors in an entity must be disclosed in Item 3 of Schedule 13D if (i) the entity was formed for the purpose of acquiring securities of a specific issuer, (ii) the reporting persons are engaging in an activism campaign at that issuer, and (iii) the investors are informed in advance of the specific purpose for which their funds will be used, including the identity of the targeted issuer. See Question 110.09.

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