February 10, 2022, the U.S. Secu


On February 10, 2022, the U.S. Securities and Exchange Commission (the SEC) proposed amendments to Regulation 13D-G to update and modernize the beneficial ownership reporting rules for public markets in order to increase the timeliness and quality of information to market participants. SEC Efforts to Modernize Beneficial Ownership Reporting Dont Go Far Enough OVERLAP IN THE SECURITIES ACT OF 1934. The SEC expects that the proposed amendments will improve transparency in reporting, reduce the information gap between filers and The SEC recently published its long-awaited proposal to amend Regulation 13D-G under the Exchange Act to modernize the SEC’s requirements for reporting beneficial ownership of securities.

The proposed rule would: The proposed rule would: Accelerate the filing deadlines for Schedules 13D and 13G beneficial ownership reports. I am the individual that is the beneficial owner (or am authorized to sign for the individual that is the beneficial owner) of all the income or proceeds to which this form relates or am using this form to document myself for chapter 4 purposes; The person named on line 1 of this form is not a U.S. person; This form relates to: Apr. Proposed Amendments to Beneficial Ownership Reporting of Cash-Settled Derivatives.

The Securities and Exchange Commission (``Commission'') is proposing to amend certain rules that govern beneficial ownership reporting. We appreciate the opportunity to comment on the proposed rules issued by the Securities and Exchange Commission (the Commission or SEC) on February 10, 2022, that would, if adopted, modernize the beneficial ownership reporting requirements (the Proposals). represent an important modernization of the beneficial ownership reporting system. [1] The Proposals would, among other things, shorten the filing deadlines for initial and amended beneficial [2] Regulation 13D-G applies to beneficial ownership of equity securities of a class registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and certain equity securities of insurance companies and Last February, the Securities and Exchange Commission proposed to modernize the reporting of beneficial ownership of a companys stock under section 13 (d) of the 1934 Securities Exchange Act. beneficial ownership information (BOI) reporting and collection regime envisioned by the Corporate Transparency Act (CTA), but also addressing the misuse of real estate, along with the uneven application of AML/CFT obligations for certain types of financial entities, products, and services, to close off opportunities for regulatory arbitrage. Re: Notice of Proposed Rulemaking on Modernization of Beneficial Ownership Reporting (File No. Our blog is the go-to industry resource for thought provoking content from across several industries from manufacturing through to sports.

The SEC is proposing to amend certain rules that govern beneficial ownership reporting.

The proposed amendments would modernize the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G. 33-11028 (February 10, 2022) (the "Proposing Release").

"This included publishing COVID-19 related procurement contracts -- including beneficial ownership of companies, conducting and publishing audits and The Securities and Exchange Commission (Commission) is proposing to amend certain rules that govern beneficial ownership reporting. According to a FinCEN fact sheet, the proposed regulations provide the following guidance and measures.. By Jeffrey N. Gordon June 28, 2022.

The proposed amendments also would deem holders of certain cash-settled derivative securities as beneficial owners of the

On February 10, 2022, the U.S. Securities and Exchange Commission issued a proposal (Proposed rules: Modernization of Beneficial Ownership Reporting) that would amend Regulation 13D-G under the Securities Exchange Act of 1934 (Exchange Act).The proposed amendments would, primarily, shorten the time periods within which Schedules 13D and 13G, We appreciate the opportunity to provide comments on the proposed rules relating to the Modernization of Beneficial Ownership Reporting. Modernization of Beneficial Ownership Reporting.

Under the Act, a beneficial owner is determined by an economic interest or control test, although the Act leaves a great amount of uncertainty as to the interpretation and application of both prongs. Background. As a participant in the US market, we welcome the SECs efforts towards a modernized beneficial ownership reporting regime, which can have a positive effect on the well-functioning of financial markets with benefits for shareholders, listed issuers and regulatory authorities alike. Amazon.com: Modernization of Beneficial Ownership Reporting: 17 CFR Parts 232 and 240: 9798415573394: Securities and Exchange Commission: Books

Key elements of the proposed beneficial ownership information reporting regulation. One of us, Charlie Penner, has been working in shareholder activism for over a decade, starting in traditional activism and more recently focusing on expanding activist efforts to environmental, social, and governance (ESG) issues that Dissenting Statement on Proposed Modernization of Beneficial Ownership Reporting. Under the proposed rule, a beneficial owner would include any individual who (1) exercises substantial control over a reporting company, or (2) owns or controls at least 25 percent of the ownership interests of a reporting company. This would be the first major update to this reporting Modernization of Beneficial Ownership Reporting. Re: Modernization of Beneficial Ownership Reporting (File No: S7-06-22) The Americans for Financial Reform Education Fund appreciates this opportunity to comment on the Securities and Exchange Commissions (the Commission) proposal to Apr. The proposed amendments would modernize the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G. The SEC has issued a proposed rule, Modernization of Beneficial Ownership Reporting. Feb. 10, 2022. This proposal is characterized as modernization, but it fails to contend fully with the realities of todays markets or the balance embodied in Section 13(d) of the Exchange Act. You may change your preference at any time by clicking on the cookies icon. Qualified Institutional Investors (under Rule 13d-1(b)) Current Filing Requirements. Exchange Act Sections 13(d) and 13(g), along withRegulation 13D -G, require that an investor who beneficially owns more than 5 percent of a covered class of equity securities must report such beneficial ownership by publicly filing On February 10, 2022, the SEC voted 3-1 to approve proposed changes to public company beneficial ownership reporting requirements.

Analytical cookies help us improve our website by collecting and reporting usage information. On Feb. 10, 2022, the SEC issued Release 33-11030 boldly titled Modernization of Beneficial Ownership Reporting. Only a securities attorney would be eager to read a 193-page SEC rule proposal, but I was hopeful that beneficial ownership reporting under Sections 13 and 16 would finally be harmonized. We support the requirement in the Form 5Annual Statement of Beneficial Ownership (OMB Control No. 3235-0362). These schedules and forms contain item requirements that outline the information a reporting person must disclose. In the press release announcing the changes in beneficial ownership reporting, SEC Chair Gary Gensler described the amendments as an update designed to modernize reporting requirements for todays markets, including reducing information asymmetries, and addressing the timeliness of Schedule 13D and 13G filings. Thursday, May 26, 2022 The SEC in February proposed amendments to Regulation 13D-G to modernize beneficial ownership reporting requirements.

Alan Schwartz, Sterling Professor, Yale Law School and the Yale School of Management and Steven Shavell, Samuel R. Rosenthal Professor of Law and Economics, Harvard Law School Director, John M. Olin Center for Law, Economics & Business, Harvard University. Comment. Footnotes [1] Modernization of Beneficial Ownership Reporting, Release No. we applaud the commissions work in proposing much needed amendments to modernize aspects of the beneficial ownership reporting rules that have become increasingly outdated since the passage of the williams act over half a century ago and which have provided significant opportunities for abuse by hedge funds and activist investors at the expense A creditor of the reporting company, unless the creditor qualifies as a beneficial owner under the core definitions outlined above.

The SEC recently published its long-awaited proposal to amend Regulation 13D-G under the Exchange Act to modernize the SECs requirements for reporting beneficial ownership of 12, 2022. The proposed amendments would modernize the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G. 12, 2022.

The SEC published on 10 Feb 2022, a paper proposing to modernize its beneficial ownership reporting rules and shorten the reporting timeline. Under the proposed rule, a beneficial owner would include any individual who (1) exercises substantial control over a reporting company, or (2) owns or controls at least 25 percent of the ownership interests of a reporting company. Modernization of Beneficial Ownership Reporting U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 1 OF 2 Background Exchange Act Sections 13(d) and 13(g), along withRegulation 13D -G, require that an investor who beneficially owns more than 5 percent of a covered class of equity securities must report such by BioPharma world Posted on February 10, 2022. Type of Schedule 13G. Dissenting Statement On Proposed Modernization Of Beneficial Ownership Reporting, SEC Commissioner Hester M. Peirce, Feb. 10, 2022 Date 10/02/2022 This proposal is characterized as modernization, but it fails to contend fully with the realities of todays markets or the balance embodied in Section 13(d) of the Exchange Act. The more timely filing requirements and treatment of cash-settled derivative securities will promote greater transparency in the market but without such short deadlines as may unduly prevent investors from accumulating positions entirely and will reduce You may opt out of analytical cookies by sliding the button to the left. The proposed amendments would modernize the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G.

U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 1 OF 2. Earlier this year, the U.S. Securities and Exchange Commission (SEC) proposed amendments to certain rules governing beneficial ownership reporting. [1] SEC Proposes Rule Amendments to Modernize Beneficial Ownership Reporting, SEC Press Release, Feb. 10, 2022, available here.

As I explained in a recent comment letter to the SEC, the proposal is flawed in several ways. RE: Modernization of Beneficial Ownership Reporting, File Number S7-06-22 We appreciate the opportunity to comment on the Securities and Exchange Commission (SEC) proposal on Modernization of Beneficial Ownership Reporting. Letters to Regulators: Modernization of Beneficial Ownership Reporting. On February 10, 2022, the U.S. Securities and Exchange Commission (the SEC) proposed amendments to Regulation 13D-G to update and modernize the beneficial ownership reporting rules for public markets in order to increase the timeliness and quality of information to market participants. In the press release announcing the changes in beneficial ownership reporting, SEC Chair Gary Gensler described the amendments as an update designed to modernize reporting requirements for todays markets, including reducing information asymmetries, and addressing the timeliness of Schedule 13D and 13G filings.. Reporting companies. The proposed regulations identify two types of reporting companies: domestic and foreign.. A domestic reporting company would include a Under current Rule 13d-3, a person is deemed to be the beneficial owner of any securities he or she has the right to acquire within 60 days, such as through an option, a warrant, or a convertible security. Therefore, the avoidance of beneficial ownership reporting on Schedule 13G made possible in part by the extended length of time in which certain beneficial owners have to report, if at all, could contribute to information asymmetry and mispricing in the market. The SEC also is proposing changes to multiple filing deadlines for Schedules 13D and 13G, including, for example amending Rule 13d-1(a) regarding beneficial ownership, such that an investor that exceeds 5% of a covered class of equity would need to [2] SEC Proposes Rules to Prevent Fraud in Connection With Security-Based Swaps Transactions, to Prevent Undue Influence over CCOs and to Require Reporting of Large Security-Based Swap Positions, SEC Press Release , Dec. 15, 2021,

The SEC proposed amendments to rules governing beneficial ownership reporting under SEA Sections 13 (d) ("Reports by Persons Acquiring More Than Five per Centum of Certain Classes of Securities") and 13 (g) ("Statement of Equity Security Ownership"). View or download a PDF of the letter here. The Securities and Exchange Commission ( SEC) presides over two separate MODERNIZATION OF BENEFICIAL OWNERSHIP REPORTING.