The Harvard Law School Forum on Corporate Governance and Financial Regulation https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Thu, 19 Sep 2019 13:17:44 +0000 en-US hourly 1 https://wordpress.org/?v=5.2.3 Activist Abuses Require SEC Action on Section 13(d) Reporting https://corpgov.law.harvard.edu/2014/03/31/activist-abuses-require-sec-action-on-section-13d-reporting/ https://corpgov.law.harvard.edu/2014/03/31/activist-abuses-require-sec-action-on-section-13d-reporting/#comments Mon, 31 Mar 2014 13:09:40 +0000 http://blogs.law.harvard.edu/corpgov/?p=61985?d=20141202131538EDT Posted by Theodore N. Mirvis, Wachtell, Lipton, Rosen & Katz, on Monday, March 31, 2014
Editor's Note: Theodore N. Mirvis is a partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz. The following post is based on a Wachtell Lipton memorandum by Mr. Mirvis, Andrew R. Brownstein, Adam O. Emmerich, David A. Katz, and David C. Karp. Work from the Program on Corporate Governance about about Section 13(d) and blockholder disclosure includes The Law and Economics of Blockholder Disclosure by Lucian Bebchuk and Robert J. Jackson, Jr., discussed on the forum here.

Three years ago we petitioned the SEC to modernize the beneficial ownership reporting rules under Section 13(d) of the Securities Exchange Act of 1934 (see our rulemaking petition, our memos of March 7, 2011, April 15, 2011, March 3, 2008 and our article in the Harvard Business Law Review). Since we filed our petition, activist hedge funds have grown more brazen in exploiting the existing reporting rules to the disadvantage of ordinary investors.

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