Section 13(d) and Beneficial Ownership, Short Selling and Derivatives Reform

We have formally petitioned the SEC and set forth detailed proposals for the modernization of the Section 13(d) reporting regime. See our memos of July 16, 2020, March 7, 2011, April 15,  2011 and March 3, 2008 and our paper in the Harvard Business Law Review.

• Expanding on the SEC’s Proposal to Modernize Section 13(d) and (g) Beneficial Ownership Reporting (April 11, 2022)
• SEC Considers Improving Market Transparency, Beneficial Ownership Reporting (June 24, 2021)
• Archegos Debacle Highlights the Continuing Need for Disclosure Reform (March 31, 2021)
• The SEC Should Address the Risk of Activist “Lightning Strikes” (March 11, 2021)
• Stewardship 2021: The Centrality of Institutional Investor Regulation to Restoring a Fair and Sustainable American Economy (October 23, 2020)
• Going Dark: SEC Proposes Amendments to Form 13F; Would Significantly Reduce Already Limited Transparency of Activist Ownership (July 16, 2020)
• Activists Will Show Their True Colors in COVID-19 Pandemic (March 31, 2020)
• Regulators Around the World Address Short Selling in Response to the Covid-19 Market Crisis (March 19, 2020)
• Short Attacks – New “Short and Distort” Rulemaking Petition Regarding Short Selling (March 16, 2020)
• Shareholder Activism and Governance in France: Proposed Reforms (October 4, 2019)
• Will a New Paradigm for Corporate Governance Bring Peace to the Thirty Years’ War (July 23, 2019)
• Corporate Governance Update: Holding Activists and Proxy Advisory Firms Accountable? (May 26, 2016)
•  Legislation Calls for Important Revisions to 13(d) Beneficial Ownership Reporting Rules (March 16, 2020)
• Corporate Governance Update: 13(d) Reporting Inadequacies in an Era of Speed and Innovation (September 24, 2015)
• Split FTC Charges Activist Hedge Fund with Violating the HSR Act (August 25, 2015)
• SEC Charges Schedule 13D Filers for Failing to Timely Disclose Steps Taken to Pursue Going-Private Transactions (March 17, 2015)
• Activist Hedge Fund Abuses Require Immediate SEC Action to Modernize Section 13(d) Reporting Rules and Ensure Fair Reporting of Substantial Share Accumulations (March 28, 2014)
• Rulemaking Petition Rightly Calls for Modernization of Section 13 Beneficial Ownership Reporting Rules (February 7, 2013)
• Fair Markets And Fair Disclosure: Some Thoughts On The Law And Economics Of Blockholder Disclosure, And The Use And Abuse Of Shareholder Power (August 27, 2012)
• Corporate Governance Update: Section 13(d) Reporting Requirements Need Updating (March 22, 2012)
• Appellate Decision in the CSX Case Highlights Need for SEC Action on Derivatives in Section 13(d) Reporting Requirements (July 22, 2011)
• Comments on the SEC’s Proposal for Beneficial Ownership Reporting and Security-Based Swaps (April 15, 2011)
• SEC Releases Proposed Rules Preserving “Status Quo” for Beneficial Ownership Reporting of Security-Based Swaps (March 21, 2011)
• Call for Modernization of the Section 13 Beneficial Ownership Reporting Rules (March 7, 2011)
• SEC Releases Proposed Rules Preserving “Status Quo” for Beneficial Ownership Reporting of Security-Based Swaps (March 21, 2011)
• Letter to the Securities and Exchange Commission Regarding Proposed Amendments to Regulation SHO (Short Sale Proposals) (June 17, 2009)
• Hedge Funds Agree to Settle Litigation Concerning ‘Short-Swing’ Profits Related to Derivative Positions (December 22, 2008)
• Decision in CSX on Derivatives and Beneficial Ownership Reporting Requirements – Extreme Caution Flag and Roadmap for Regulatory Reform (June 12, 2008)
• Beneficial Ownership of Equity Derivatives and Short Positions – A Modest Proposal to Bring the 13D Reporting System into the 21st Century (March 3, 2008)
• Bold SEC Action is Needed (September 18, 2008)
• Today the SEC Must Step Up (September 16, 2008)
• SEC Allows Emergency Order that Constrained Abusive Short Sales to Lapse; Prompt Action is Needed (August 14, 2008)
• It’s Time for the SEC to Constrain Abusive Short Selling (July 1, 2008)
• Business Roundtable Proposes Rulemaking to Enhance Communication with Beneficial Owners (April 29, 2004)

Corporate Governance Update Materials

We regularly provide updates on regulatory and legislative developments regarding corporate governance matters through our memos and in the form of a presentation summarizing the current state of play. The presentation can be found here. In addition, a number of our memos in this area are available here.