TheCorporateCounsel.net

In a recent issue of her “Deep Quarry” newsletter, Olga Usyvatsky noted that although comments on Schedule 13D and 13G filings have been relatively uncommon in the past, the Staff did recently issue a comment letter to Kimmeridge Energy Management LLC questioning the timing of a Schedule 13D filing. Kimmeridge responded to the comment and the Staff apparently didn’t have further comments on the issue, but Olga suggests that this may represent the start of a trend:

While SEC’s comments to Kimmeridge may look like a one-off, Corp Fin’s Director Erick Gerding highlighted compliance with the beneficial ownership rules as one of the priorities for the 2024 disclosure review program:

“Beneficial Ownership Reporting

On October 10, 2023, the Commission adopted amendments to modernize the rules governing beneficial ownership reporting.The Division staff is closely monitoring the implementation of these new rules. The Division staff will review selected beneficial ownership reports to assess compliance with the new, shortened filing deadlines and issue comments as necessary to improve required disclosures.”

Say it differently – we will likely see more SEC comments on 13D and 13G filings.

– John Jenkins