May 1, 2023
SEC Reopens Comment Period for Proposed Beneficial Ownership Reporting Rule Changes
On Friday, the SEC announced that it is reopening the comment period for the proposed amendments to the beneficial ownership reporting rules that were originally proposed in February 2022. These proposed amendments would modernize the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G and make other changes to the applicable rules. The SEC is now reopening the comment period to allow interested persons an opportunity to comment on the additional analysis and data contained in a staff memorandum that was added to the public comment file on April 28, 2023. The reopening release does not contain any proposed revisions to the proposed amendments. The referenced memorandum from the Division of Economic Risk and Analysis (DERA) states:
In particular, this memorandum provides additional background and baseline data on Schedule 13D and 13G filings in Section 1 below, followed by supplemental analyses on two specific points pertaining to Schedule 13D filings. First, in Section 2, this memorandum further investigates potential effects on activism that may result from the proposed change to the initial Schedule 13D filing deadline. Second, in Section 3, this memorandum provides additional analysis of potential harms to certain selling shareholders under the existing filing deadline. Both Sections 2 and 3 include a discussion of relevant academic research as well as new quantitative analysis.
The new comment deadline for the reopened proposal is 30 days after publication of the reopening release in the Federal Register or June 27, 2023, whichever is later.
– Dave Lynn