The heart of the final rule is a shortening of the filing windows for Schedules 13D
Schedule 13D
Sullivan & Cromwell Discusses SEC Charges for Failure to Timely Report Transactions and Holdings
On September 27, 2023, the U.S. Securities and Exchange Commission (“SEC”) announced charges against six public company insiders for failing to timely report information about their holdings and transactions in company securities. Five publicly traded companies were also charged with …
Finfluencers and the Reasonable Retail Investor
Existing securities laws primarily target lies. However, financial influencers, or finfluencers – people or entities with outsized influence on investor decisions through social media – need not lie in order to influence their followers. This means that finfluencers can profit …
Poison Pills in a World of Activism and ESG
Since the creation of the poison pill in the 1980s as a response to hostile takeovers, the corporate world has seen the rise of stakeholder governance, ESG, and stockholder activism and a host of other dramatic developments. The stock market …
Cleary Gottlieb Discusses SEC’s Proposed Changes to Beneficial Ownership Reporting
On February 10, 2022, the Securities and Exchange Commission (the “SEC”) issued for public comment proposed rules that will, if adopted, significantly affect how investors report their beneficial ownership on Schedules 13D and 13G.[1] The principal changes would:
- accelerate
Corporate Vote Suppression: A Counter-Response to Eric Robinson
I appreciate the engagement by long-term pill observer Eric Robinson with my Corporate Vote Suppression piece. I am also glad that he agrees that the pill in The Williams Companies Shareholder Litigation ought to be struck down, though he narrowly …
Shining a Light on Strategically Leaked Plans of Activist Investors
On October 12, 2015, an activist hedge fund we’ll call John Doe Management filed a Form 13D, disclosing 5.5 percent ownership and an intent to pursue an activist campaign in a target firm we’ll call Industrial Corp (IC). The next …
Are Private Equity Returns Too Good to Be True?
Investments in private equity are typically structured as 10 year limited partnerships in which fund managers act as general partners (GPs) and investors act as limited partners (LPs). Since the fund life is broken down into an investment and a …
The DuPont Proxy Battle: New Myths, Old Realities—and Even Newer Data About Hedge Fund Activism
A watershed moment is coming for shareholder activism and corporate governance generally, as the proxy contest brought by Trian Management Fund, seeking effectively to break up DuPont, enters its final stages (with the vote being less than a month away). …