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SEC Staff Clarifies Interpretation Related to Filing Deadline for Schedules 13D and 13G
November 19, 2009
The staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) has withdrawn and reissued one of its Compliance and Disclosure Interpretations (“CDIs”) relating to Sections 13(d) and 13(g) under the Securities Exchange Act of 1934 (the “Exchange Act”), making it clear that the 10-day filing deadline for Schedules 13D and 13G is measured beginning on the first day after the date of the qualifying acquisition. The SEC initially published its Section 13 CDIs on Sept. 14, 2009, in question-and-answer format. In general, Section 13(d) requires beneficial owners of more than 5% of a voting equity security registered under Section 12 of the Exchange Act to report their beneficial ownership either on Schedule 13D or, if eligible, on a short form Schedule 13G within 10 days after the acquisition that crosses the 5% threshold. As part of the Section 13 CDIs, Question 103.05 addressed the question of whether this 10-day period should be measured from the trade date or the settlement date of the acquisition that crosses the 5% threshold and stated that it is measured from the trade date.
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Alerts
The US Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) have overhauled Form PF and private fund managers have until March 12, 2025, to begin reporting on the new Form. The changes to the reporting requirements mandated by the amendments to the Form (“Form PF Amendments”) will require substantial preparation by many managers.[1]
Alerts
On March 1, 2024, New York Governor Kathy Hochul signed into law an amended version of the New York LLC Transparency Act (“NYLTA”),[1] requiring certain limited liability companies (“LLCs”) formed or authorized to do business in New York (each, a “NY Reporting Company”) to file a beneficial ownership information (“BOI”) report with the NY Department of State (“NY DOS”). Each NY Reporting Company will be required to disclose on its BOI report identifying information pertaining to each individual who directly or indirectly exercises substantial control or owns or controls 25 percent or more of the ownership interests of a NY Reporting Company (each, a “Beneficial Owner”) and the individuals involved in the NY Reporting Company’s formation or registration to do business in New York (each, an “Applicant”). Information reported to NY DOS will be maintained in a private database not accessible to the public. The NYLTA goes into effect on Jan. 1, 2026 and requires the NY DOS to promulgate regulations implementing the legislation.
Alerts
The US Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) have overhauled Form PF and private fund managers have until March 12, 2025, to begin reporting on the new Form. The changes to the reporting requirements mandated by the amendments to the Form (“Form PF Amendments”) will require substantial preparation by many managers.[1]