Modernization of Beneficial Ownership Reporting (13D/G)

On October 20, 2023, the Securities and Exchange Commission (“SEC”) adopted amendments to the rules governing reporting on Schedules 13D and 13G. These amendments modernized the rules by, among other things, making information available to the public in a more timely manner, clarifying the disclosure requirements in respect of derivative securities and the criteria for determining when persons are acting as a group.

During this session, Mayer Brown panelists will discuss:

• Rule amendments that shortened multiple filing deadlines for Schedules 13D and 13G and amendments thereto,
• The SEC’s guidance on the application of the definition of beneficial ownership to certain cash-settled derivatives,
• Rule amendments that clarify the disclosure requirements with respect to derivative securities,
• The SEC’s guidance clarifying when persons are deemed to “act as” a group under Sections 13(d)(3) and (g)(3) of the Exchange Act,
• Recent SEC Staff interpretations on the eligibility of shareholders to file Schedule 13G as “passive” investors, and
• The effect on activist interest and strategies and ongoing private transactions.

Tuesday, October 14, 2025
12:00 p.m. – 1:00 p.m. EDT

For more information, please contact Hanson Hairihan at hhairihan@mayerbrown.com.