TheCorporateCounsel.net

Yesterday, Corp Fin issued a grab bag of new CFIs addressing beneficial ownership reporting, the proxy rules, Regulation Crowdfunding & the tender offer rules. Here are links to the CFIs, along with a brief description of what’s addressed in them:

Exchange Act Sections 13(d) & 13(g)

Section 105. Rule 13d-3 — Determination of Beneficial Ownership

New Question 105.08 –  Cash-based total return equity swap (TRS) generally does not result in beneficial ownership of reference securities or plan or scheme to evade reporting.

New Question 105.09 – When a TRS swap will result in beneficial ownership of reference securities.

New Question 105.10 – Mental state required for a “plan or scheme” to evade reporting & application to a TRS.

Section 110. Schedule 13D

New Question 110.09 – Disclosure of identity of investors in an entity filing a 13D.

New Question 110.10 – Reporting obligations for general partners of a 13D reporting person that is a general or limited partnership.

Proxy Rules and Schedules 14A/14C

 Section 155. Item 4

New Question 155.02 – Status of investors in an entity conducting a proxy contest as “participants” in a solicitation.

Regulation Crowdfunding

Rule 202: Ongoing Reporting Requirements

New Question 202.02 – Calculation of record holders under Rule 202.

Tender Offer Rules and Schedules

Section 131. Regulation 14D

New Question 104.03 – Circumstances under which an issuer may use a widely disseminated press release to “publish, send, or give” the disclosure required by Rule 13e-4(d) to security holders.

New Question 131.04 – Circumstances under which a bidder may use a widely disseminated press release to “publish, send, or give” the disclosure required by Rule 14d-6 to security holders.

Members of Section16.net can check out Alan Dye’s Blog for his thoughts on the CFIs relating to beneficial ownership issues associated with TRSs.

– John Jenkins