New SEC Beneficial Ownership Reporting Rules: Shorter Deadlines, Guidance on "Groups," Cash-Settled Derivatives

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Corporate Law
- event Date
Thursday, December 14, 2023
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will discuss the SEC's recent amendments to its beneficial ownership reporting rules. The panel will review the accelerated Schedule 13D and 13G filing deadlines, the new guidance and rules on cash-settled derivative securities and the formation of a "group," and the deadlines for compliance.
Faculty

Ms. Klaben advises financial services firms – particularly private fund advisers, public companies, family offices and broker-dealers – on a wide range of securities regulatory, compliance, enforcement, and transactional matters. She works extensively with clients on their compliance with the disclosure requirements and related liability under Sections 13 and 16 of the Exchange Act. Ms. Klaben also assists broker-dealer and investment adviser clients with recordkeeping compliance and related regulatory inquiries. She has also counseled numerous broker-dealer clients on establishing and executing fully paid securities lending programs. Ms. Klaben is a member of Sidley’s global Securities Enforcement and Regulatory practice.

Mr. Bartz advises clients in all aspects of corporate and securities law, with an emphasis on capital markets transactions, securities regulation, and corporate governance. He has experience representing both issuers and investment banks in a wide range of capital markets transactions, including initial public offerings, follow-on offerings, public and private offerings of debt and equity securities, and tender offerings. Mr. Bartz’ practice also includes M&As and other general corporate matters, including Exchange Act reporting and corporate governance and compliance matters, including insider reporting and compliance with the rules of the New York Stock Exchange and Nasdaq. Mr. Bartz has counseled and represented companies involved in a broad array of industries, including financial services, international shipping, food distribution, and the energy industry, including exploration and production companies, master limited partnerships, pipeline joint ventures, and oilfield services companies.

Mr. Leitzell advises clients on domestic and cross-border mergers and acquisitions, securities offerings, financings, and public company reporting and governance issues. His clients are varied, including public and privately-held corporations, private equity sponsors and their portfolio companies. Mr. Leitzell also has experience across a wide range of industries, most significantly in the healthcare and technology sectors.
Description
On Oct. 10, 2023, the SEC (1) adopted changes to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act and (2) issued guidance in lieu of adopting certain other proposed rules. These amendments amount to arguably the most significant changes in beneficial ownership filing requirements in approximately the last 50 years.
Among other things, the amendments shorten the deadlines for initial and amended Schedule 13D and Schedule 13G filings and, in a departure from the proposed rules, the SEC issued guidance regarding (1) cash-settled derivative securities and (2) "group" formations. The aim of the final amendments is to accelerate access to material information by investors in today's fast-paced financial markets.
As a result of these new rules, investors will be subject to earlier initial Schedule 13G and Schedule 13D filing deadlines and, in certain circumstances, more frequent amendments to those filings. Market participants should evaluate their internal policies and procedures to ensure that systems and controls are in place to facilitate compliance with the new reporting requirements.
Listen as our authoritative panel of experts provides an overview of the changes to the rules governing beneficial ownership reporting and how these new rules will impact investors going forward.
Outline
- Overview and background of the final rules and amendments
- Filing deadlines
- Accelerated Schedule 13D deadline
- Accelerated Schedule 13G deadline
- Compliance dates
- New guidance on cash-settled derivative securities
- New guidance and rules on formation of a "group"
- Structured data requirements
- Impact on investors
- Key takeaways
Benefits
The panel will review these and other key issues:
- What are the new or amended rules governing beneficial ownership?
- What guidance did the SEC provide regarding cash-settled derivative securities and the formation of a "group"?
- What are the compliance dates for the new rules?
- What actions should investors take now to comply with the new rules?
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