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 timelier manner, clarifying the disclosure requirements in respect of derivative securities and the criteria for determining when persons are acting as a group.
After this session, participants will:
+ Gain a fundamental understanding of amendments to the rules governing reporting on Schedules 13D and 13G
+ Learn about recent SEC Staff interpretations on the eligibility of shareholders to file Schedule 13G as "passive" investors
+ Understand effect on activist interest and strategies and ongoing private transactions
Please register for this Webinar to view the dial-in info.
Agenda
Introduction, “Housekeeping” & CLE
Shortened 13D/13G filing deadlines
Disclosure requirements for derivative securities
SEC guidance on cash-settled derivatives
When investors are deemed to act as a group
Shareholder eligibility to file Schedule 13G as a passive investor
Effects on activist strategies and private transactions
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Jennifer Zepralka offers clients years of experience advising public companies on their obligations under the federal securities laws and on related corporate governance requirements. She also works with growth companies as they seek to raise...
Andrew Noreuil is a transactional lawyer and corporate adviser whose practice focuses on public company mergers and acquisitions and corporate governance matters. He represents buyers and sellers in connection with mergers, tender and exchange...