SEC Proposes to Amend Beneficial Ownership Reporting Requirements
February 25, 2022
On February 10, 2022, the SEC adopted a proposal to make significant changes in the rules requiring investors to report their ownership of shares of U.S. publicly traded companies. As recommended by some corporate governance advocates, the SEC has proposed to shorten the deadlines for filing Schedules 13D and 13G, require that certain derivative securities be counted for purposes of calculating beneficial ownership, and change what constitutes a group for purposes of filing Schedule 13D. Not only would these proposals increase the reporting and compliance burdens for investors, but they could also change the dynamics of certain contests for control and expand the number of persons subject to the short-swing profit rules of Section 16 of the Securities Exchange Act.