Publications

“Plans” to Sell Stock: SEC 13D Settlement with Kerkorian

Fall 2008
Barry McCarty
Activist Investing Developments - Fall 2008

On Sept. 3, 2008, the SEC announced a cease-and-desist order settlement with Kirk Kerkorian regarding certain Schedule 13D violations. Specifically, the SEC cited Mr. Kerkorian for failing to disclose his plan to sell 28 million shares (approximately 5%) of General Motors Corp. (“GM”) common stock in November 2006 as required by Item 4(a) of Schedule 13D. In addition, the SEC found that Mr. Kerkorian’s “boilerplate” statement in his 13D amendment that he might purchase additional shares in the future to be misleading and violative of Rule 12b-20. This case highlights problematic Schedule 13D disclosure issues confronting investors who consider selling down, or adding to, their position.