U.S. – SEC’s IAC Mtg Discusses Shareholding Disclosure Reporting

U.S. – SEC’s IAC Mtg Discusses Shareholding Disclosure Reporting

On 21 September 2022, the SEC's Investment Advisory Committee had a public meeting to discuss shareholding disclosure reporting.


Proposed Rule 10B-1

  • Committee received comments on the proposed changes to 10B-1 Position Reporting of Large Security-Based Swap Positions / Asset-Based Swaps
  • Discussion pertained to the modernizing of the reporting and regulation of the swaps markets.
  • Proposed rule would require any person who owns a security-based swap position that exceeds certain thresholds to file information of their holdings and which will become publicly available over the SEC's EDGAR filing system as well as new Rule 9j-1 that would prohibit fraudulent, deceptive, or manipulative conduct associated with security-based swaps.

Schedules 13D  and 13 G:

  • Proposed changes include shortening Schedule 13-D reporting to 5 days from 10 days, while Schedule 13-G filers exceeding 5% would have to report their shareholdings anywhere from 5 days after to 5 days after month end.
  • Proposed changes to close the information asymmetry enabled by the lag time between a shareholder holding greater than 5% of a stock, and the number of days until they have to publicly disclose such a position. The SEC is proposing that any such advanced communication before a 13-D filing would constitute the set of investors as a "group" and require a joint filing disclosing their collective 13D positions.