On 7 November 2023, SEC published final rules in federal register, effective 5 February 2024.

Background:

• Amendments shortened deadlines for initial and amended major shareholding reports: Schedule 13D, 13G filings.
• Clarified Schedule 13D disclosure requirements with respect to derivatives securities.
• Required 13D, 13G filings be made using structured, machine-readable data language.
• The adopting release provided guidance re the application of the current beneficial ownership reporting rules to investor’s use of certain cash-settled derivative securities.
• In addition, application of the current legal standard found in Sections 13(d)(3) and 13(g)(3) of the SEA to certain common types of shareholder engagement activities.
• Amended various rules under the SEA (15 USC 78a et seq.) and Reg S-T (17 CFR 232).
• Chair Gensler, Commissioner Uyeda supported; Commissioner Peirce could not support
• The SEC also made available, the comment letters received on the proposing release.
• Amendments will become effective 90 days after publication in the federal register.
• Compliance with revised Schedule 13G deadlines required beginning on 30 September 2024.
• Structured data requirement for Schedules 13D, 13G will be required 18 December 2024.
• Compliance with the other rule amendments will be required upon their effectiveness.