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Yesterday, the Corp Fin Staff again waded into the murky waters of Schedule 13G eligibility and issued three new CFIs addressing the impact of certain engagement scenarios on an investor’s ability to report its holdings on Schedule 13G. These are set forth in their entirety below:

Question 103.13

Question: An issuer requests a meeting with a shareholder to discuss the shareholder’s views or voting decisions on matters that either were submitted for a vote at a past shareholder meeting or will be submitted for a vote at an upcoming shareholder meeting. If the shareholder reports its beneficial ownership of the issuer’s securities on a Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c), can the shareholder participate in such a discussion without losing its eligibility to report on a Schedule 13G?

Answer: The context in which an engagement occurs is highly relevant to the determination of whether a shareholder is holding securities with a disqualifying purpose or effect of “influencing” control of the issuer. Generally, (1) an engagement initiated by the issuer itself or (2) a response to an issuer’s request to understand why the shareholder voted in a certain manner at a past shareholder meeting is less likely to be viewed as an attempt by the shareholder to “influence” control of the issuer. Therefore, participation in such a discussion would not, by itself, disqualify a shareholder from reporting on a Schedule 13G. The determination is based on all the relevant facts and circumstances. [September 2, 2026]

Question 103.14

Question: Can a shareholder reporting its beneficial ownership on a Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c) participate in discussions with a person engaged in a proxy solicitation with respect to a particular issuer without losing its eligibility to report on a Schedule 13G?

Answer: The fact that a shareholder discusses its views on a particular topic and how those views could inform its voting decisions with a person engaged in a proxy solicitation would not, by itself, disqualify the shareholder from reporting on a Schedule 13G. [September 2, 2026]

Question 103.15

Question: A shareholder reporting its beneficial ownership on a Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c) reviews the disclosures in an issuer’s filings, such as its proxy soliciting materials, and seeks clarification about particular facts or statements asserted in the filings. Would the shareholder lose its eligibility to report on a Schedule 13G if it contacts an issuer and seeks such clarification?

Answer: No. A shareholder would not be disqualified from reporting on a Schedule 13G solely because it engages with an issuer to better understand the issuer’s disclosures or other public communications. [September 2, 2026]

The last time Corp Fin issued CFIs relating to the topic of how communications by an investor might affect its Schedule 13G eligibility, everybody sort of freaked out, and institutional investors became more cautious when engaging with issuers. The tone of these CFIs is clearly different than the last batch, and hopefully the guidance they contain will help encourage a somewhat more open approach.

– John Jenkins