Securities Exchange Act, Filing Requirements, Securities and Exchange Commission (SEC)

New Schedule 13G Accelerated Filing Deadlines Effective September 30, 2024

Skadden, Arps, Slate, Meagher & Flom LLP on 9/9/2024

As we noted in prior client alerts (available here and here), in 2023 the Securities and Exchange Commission (SEC) adopted amendments to its beneficial ownership rules. The amended rules include accelerated filing deadlines...more

Updating Your Description of Securities Exhibit

Perkins Coie on 9/9/2024

As summer turns into fall and in-house lawyers start thinking ahead to the upcoming 10-K filing season, we’re often asked to review and update the description of securities exhibit(s) required to be filed with Form 10-K by...more

Reminder for all 13F Filers: Form N-PX is due this month - by August 31, 2024

WilmerHale on 8/23/2024

Mutual funds and other registered investment companies have long had an obligation to file Form N-PX, giving the SEC and the public access to how a fund voted proxies on an annual basis. New Rule 14Ad-1 under the Securities...more

Navigating the New Compliance Landscape: Understanding Rule 14Ad-1 and Form N-PX Filing

Stark & Stark on 6/24/2024

New Rule 14Ad-1 takes effect on July 1, 2024, with filing of Form N-PX due on August 31, 2024, for votes during the July 1, 2023 to June 30, 2024 reporting period. ...more

SEC Accelerates Filing Deadlines for Beneficial Ownership Reports by 5% Shareholders, and Further Amends and Guides Reporting...

Dorsey & Whitney LLP on 10/24/2023

On October 10, 2023, the Securities and Exchange Commission (“SEC”) approved amendments to the Regulation 13D-G reporting regime for persons who beneficially own more than 5% of a class of securities (“5% Owners”) that is...more

SEC Sets Deadline for Compliance with Electronic Filing Requirements for Form 144

McGuireWoods LLP on 10/27/2022

On June 2, 2022, the U.S. Securities and Exchange Commission (SEC) adopted rule amendments that require, among other things, Forms 144 to be filed electronically using the SEC’s EDGAR system, rather than through a paper...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

Latham & Watkins LLP on 9/7/2022

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

XBRL reporting rules for BDCs come into effect as SEC adopts new electronic filing requirements

Eversheds Sutherland (US) LLP on 6/24/2022

On August 1, 2022, the SEC’s structured data reporting rules governing business development companies will become effective. These rules, which were originally adopted in April 2020, require BDCs to tag certain submissions...more

SEC proposes shorter 13D and 13G deadlines and other Section 13 changes

Sullivan & Worcester on 2/14/2022

Yesterday, the SEC proposed rule amendments governing beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g)....more

Annual Meeting Filing and Disclosure Requirements

Skadden, Arps, Slate, Meagher & Flom LLP on 3/26/2021

When finalizing proxy materials for annual shareholder meetings, companies should consider the following Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards and...more

Securities and Exchange Commission Proposes Amendments to Form 13F for Institutional Investment Managers

Faegre Drinker Biddle & Reath LLP on 7/15/2020

On July 10, 2020, the Securities and Exchange Commission (SEC) announced that it has proposed to amend Form 13F and Rule 13f-1 to increase the reporting threshold for institutional investment managers (managers) and to...more

SEC Proposes to Increase 13F Threshold to $3.5 Billion

Akin Gump Strauss Hauer & Feld LLP on 7/14/2020

On July 10, 2020, the Securities and Exchange Commission (SEC) proposed to increase the filing threshold for Form 13F to $3.5 billion (35 times larger than the current $100 million threshold), revise the requirements for...more

SEC Proposes Increased Threshold for Form 13F Reporting

Locke Lord LLP on 7/14/2020

On July 10, 2020, the Securities and Exchange Commission (the “SEC”) proposed raising the Form 13F reporting threshold for institutional investment managers from $100 million to $3.5 billion. This threshold has not been...more

SEC Proposes Increase for 13F Threshold

Sullivan & Worcester on 7/13/2020

The SEC has proposed to amend Form 13F to update the reporting threshold for institutional investment managers from $100 million to $3.5 billion. The threshold has not been adjusted in over 40 years. Section 13(f) of the...more

COVID-19 Relief—A Public Company Quick Reference Guide

Foley Hoag LLP on 3/23/2020

Order Under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder - Q: Who is eligible for additional time to make required SEC...more

SEC Provides Conditional Regulatory Relief for Public Companies Impacted by Coronavirus (COVID-19)

Sullivan & Worcester on 3/23/2020

Companies May Extend Disclosure Deadlines and Implement Changes to Annual Meetings; SEC Reminds Companies of Disclosure Obligations - The Securities and Exchange Commission recently announced that it is providing...more

SEC Proposes Rule Amendments to Enhance Regulation of Proxy Advisers

White & Case LLP on 11/22/2019

On November 5, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the federal proxy rules that would enhance the SEC’s regulation of proxy advisory firms.1 The proposed amendments to Rules 14a-1,...more

The "Other" EDGAR

Allen Matkins on 4/19/2019

Did you know that some companies with securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 do not file their periodic reports and proxy materials on EDGAR? Section 12(i) of the Exchange...more

SEC Rules Updated to Modernize and Simplify Disclosures: Act FAST to update upcoming Form 8-Ks, 10-Qs and 10-Ks

Akin Gump Strauss Hauer & Feld LLP on 4/5/2019

Recently, the Securities and Exchange Commission (SEC) adopted amendments (the Amendments) to modernize and simplify disclosure requirements in Regulation S-K (and related rules and forms). Consistent with the SEC’s mandate...more

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

Dechert LLP on 3/9/2019

On February 19, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rule 163B under the Securities Act of 1933, as amended (the “Securities Act”), which would permit all issuers, not just Emerging...more

Review Smaller Reporting Company Status in Light of New “Smaller Reporting Company” Definition and Updated SEC Staff C&DIs

Akin Gump Strauss Hauer & Feld LLP on 2/22/2019

As public companies prepare to file their annual reports on Form 10-K for the year ended December 31, 2018, they should consider whether they qualify for smaller reporting company (“SRC”) status under the recently amended...more

Form 13F Filing Deadline Looms for Advisers

Kilpatrick on 2/5/2019

For new and growing investment advisers, 2019 may bring an additional filing obligation. Section 13(f) of the Securities Exchange Act of 1934 has long required certain investment advisers to file reports of their holdings...more

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 3: Special Issues under Sections 13(d) and 16 for...

Proskauer Rose LLP on 1/22/2019

The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more

FAQs on the SEC’s New Disclosure Simplification Rules

Bass, Berry & Sims PLC on 10/24/2018

We previously blogged about the recent SEC disclosure simplification rules. As the rules have now been published in the Federal Register and are set to go effective on November 5, 2018, set forth below are some FAQs on the...more

A Practical Guide to the Regulation of Hedge Fund Trading Activities

Proskauer Rose LLP on 6/6/2018

The trading activities of hedge funds raise a number of complex issues under the federal securities laws. Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview...more

Securities Exchange Act › Filing Requirements › Securities and Exchange Commission (SEC)

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