March 06, 2022

SEC Proposes Amendments to Schedules 13D and 13G

On February 10, 2022, the Securities and Exchange Commission (“SEC”) proposed amendments to Schedules 13D and 13G relating to beneficial ownership reports (“Proposed Amendments”).

The Securities Exchange Act of 1934 (“Exchange Act”), Section 13(d), was originally enacted to address the increasing use of cash tender offers in corporate takeovers. Section 13(d) requires disclosure by investors of the accumulation of significant positions, or of certain increases in such positions, in the voting stock of public companies. These disclosures are intended to provide transparency to the market generally, and to stockholders and the company, and to function as an early warning to the company regarding a potential change of control transaction. Section 13(g) permits short-form disclosure by certain passive or early investors that hold or obtain significant positions in the voting stock of public companies. Specifically, Section 13(g) states that “[a] person who would otherwise be obligated. . .to file a statement on Schedule 13D may, in lieu thereof, file with the Commission, a short-form statement on Schedule 13G.”

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