The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sun, 24 May 2026 11:30:22 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png The Case for Modernizing Section 13 Beneficial Ownership Reporting Rules – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 The Case for Modernizing Section 13 Beneficial Ownership Reporting Rules https://corpgov.law.harvard.edu/2011/03/22/the-case-for-modernizing-section-13-beneficial-ownership-reporting-rules/?utm_source=rss&utm_medium=rss&utm_campaign=the-case-for-modernizing-section-13-beneficial-ownership-reporting-rules https://corpgov.law.harvard.edu/2011/03/22/the-case-for-modernizing-section-13-beneficial-ownership-reporting-rules/#comments Tue, 22 Mar 2011 13:23:49 +0000 http://blogs.law.harvard.edu/corpgov/?p=16433?d=20150120093710EST Posted by Eric S. Robinson and Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz, on Tuesday, March 22, 2011
Editor's Note:

Eric Robinson is Of Counsel and Theodore Mirvis is a Partner at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton firm memorandum by Mr. Mirvis and Mr. Robinson.

Wachtell, Lipton, Rosen & Katz filed a rulemaking petition with the Securities and Exchange Commission on March 7, 2011 with respect to the beneficial ownership reporting rules found in Section 13(d) of the Securities Exchange Act of 1934. Our request highlights the urgent need to amend the existing reporting framework to keep pace with market realities and abuses, in particular by closing the Schedule 13D ten-day window between crossing the 5% disclosure threshold and the initial filing deadline, and adopting a broadened definition of “beneficial ownership” to fully encompass alternative ownership mechanisms. Recent maneuvers by activist investors both in the U.S. and abroad have demonstrated the extent to which current reporting gaps may be exploited, to the detriment of issuers, other investors, and the market as a whole.

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