The SEC has updated the EDGAR system’s login, password, and access protocols which will affect Canadian SEC reporting companies and other individuals and entities with EDGAR filing codes, including non-reporting companies...more
The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement....more
On March 23, 2025, 23andMe, a pioneer in the field of genetic testing and consumer healthcare, announced it had filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Eastern District of Missouri. The objective...more
Welcome to the latest edition of the Fenwick Securities Law Update. This issue contains updates and important reminders on...more
On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more
The SEC’s Division of Corporation Finance recently published a new Compliance and Disclosure Interpretation (CD&I) 103.12 regarding shareholders’ engagement with issuers’ management in the context of eligibility to report on...more
On February 11, 2025, the SEC staff published updates to two Compliance and Disclosure Interpretations (C&DIs) regarding the availability of Schedule 13G to certain investors, specifically concerning activities that could...more
The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...more
As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder...more
On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11...more
Corp Fin has posted two new CDIs regarding filing of Schedules 13D and 13G under Exchange Act Sections 13(d) and 13(g) and related Rule 13d-1. The new CDIs address issues related to determining, for purposes of eligibility to...more
Venture and private equity funds and other investors that own equity securities of public companies may have numerous Securities and Exchange Commission (SEC) filing requirements – including filings based on the size of the...more
On December 18, 2024, new requirements go into effect that mandate the use of the XML format for Schedules 13D and 13G filings with the US Securities and Exchange Commission (SEC). The XML reporting requirements represent the...more
Beginning December 18, Schedules 13D and 13G must be filed using an XML-based language. Filers will have the option of (1) using a fillable web form that converts inputted disclosures into 13D/13G-specific XML or (2)...more
SEC adopts EDGAR Next - As outlined in this October 22 Cooley alert, the Securities and Exchange Commission (SEC) adopted final rules implementing EDGAR Next on September 27, 2024, which will change the way constituents...more
Over the past year, the U.S. Securities and Exchange Commission (“SEC”) has intensified its focus on beneficial ownership reporting under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934 (“Exchange...more
On September 25, 2024, the Securities and Exchange Commission (SEC) announced settlements with 23 entities and individuals for untimely reporting related to their respective holdings and transactions in public company stock....more
Recent actions by the US Securities and Exchange Commission’s (SEC’s) Division of Enforcement highlight the importance of making timely filings pursuant to Sections 13(d), 16, and 13(f) of the Securities Exchange Act of 1934....more
On October 10, 2023, the SEC adopted amendments to the rules governing beneficial ownership reporting on Schedules 13D and 13G. While compliance with the amendments to the rules governing beneficial ownership reporting on...more
[We are resending this post from Friday because, for reasons well beyond my technical capacity, it was apparently not distributed to all subscribers. Hopefully, everyone that is supposed to receive it will receive it this...more
Can we call it a year-end tradition yet? It’s almost the end of the SEC’s fiscal year, and, as it did last year around this time, the SEC has just announced a big Enforcement sweep of multiple companies and some...more
The Securities and Exchange Commission’s accelerated Schedule 13G filing deadlines become effective September 30, 2024. On October 10, 2023, the SEC adopted changes to Schedules 13D and 13G relating to beneficial ownership...more
In 2023, the Securities and Exchange Commission (SEC) adopted wide-ranging rule changes applicable to beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act. These rule changes are...more
The deadlines for filing and amending Schedule 13Gs are about to change, and regular 13G amendments will now be due on a quarterly basis instead of annually. As we discussed in our alert last fall (available here), in...more
The last two mandatory compliance dates under the SEC’s amendments to Exchange Act Regulation 13D-G adopted in October 2023 are fast approaching. We discussed the amendments in our SEC Update available here. Beginning on...more