Granville J. Martin is General Counsel at the Society for Corporate Governance. This post is based on a comment letter by the Society for Corporate Governance to the U.S. Securities and Exchange Commission. Related research from the Program on Corporate Governance includes The Law and Economics of Blockholder Disclosure by Lucian Bebchuk and Robert J. Jackson Jr. (discussed on the Forum here).
The Society for Corporate Governance (the “Society” or “we”) appreciates the opportunity to provide comments to the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) on the proposed changes to the reporting threshold for Form 13F reports by institutional investment managers (the “Proposed Rules”). We respectfully submit this letter in opposition to the Proposed Rules.
Founded in 1946, the Society is a professional membership association of more than 3,500 corporate and assistant secretaries, in-house counsel, outside counsel, and other governance professionals who serve approximately 1,600 entities, including 1,000 public companies of almost every size and industry. Society members are responsible for supporting the work of corporate boards of directors and the executive managements of their companies on corporate governance and disclosure matters.
I. Introduction
Congress enacted Section 13(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to increase the public availability of information regarding the securities ownership of institutional investors and to increase investor confidence in U.S. securities markets. When the final rules relating to the filing and reporting requirements of institutional investment managers were announced in 1979, the SEC made clear that “[t]he reporting system required by Section 13(f) is intended to create in the Commission a central repository of historical and current data about the investment activities of institutional investment managers, in order to improve the body of factual data available and to facilitate the consideration of the influence and impact of institutional investment managers on the securities markets and the public policy implications of that influence.” Accordingly, as the SEC has recognized, the goals of the Section 13(f) disclosure program are to (i) aggregate data in respect of the investment activities of institutional investment managers, (ii) improve public insight into the holdings of institutional investment managers in order to facilitate the assessment of such managers’ impact on the securities markets, and (iii) increase investor confidence in the integrity of the U.S. securities markets.
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Reporting Threshold for Institutional Investment Managers
More from: Granville Martin, Society for Corporate Governance
Granville J. Martin is General Counsel at the Society for Corporate Governance. This post is based on a comment letter by the Society for Corporate Governance to the U.S. Securities and Exchange Commission. Related research from the Program on Corporate Governance includes The Law and Economics of Blockholder Disclosure by Lucian Bebchuk and Robert J. Jackson Jr. (discussed on the Forum here).
The Society for Corporate Governance (the “Society” or “we”) appreciates the opportunity to provide comments to the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) on the proposed changes to the reporting threshold for Form 13F reports by institutional investment managers (the “Proposed Rules”). We respectfully submit this letter in opposition to the Proposed Rules.
Founded in 1946, the Society is a professional membership association of more than 3,500 corporate and assistant secretaries, in-house counsel, outside counsel, and other governance professionals who serve approximately 1,600 entities, including 1,000 public companies of almost every size and industry. Society members are responsible for supporting the work of corporate boards of directors and the executive managements of their companies on corporate governance and disclosure matters.
I. Introduction
Congress enacted Section 13(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to increase the public availability of information regarding the securities ownership of institutional investors and to increase investor confidence in U.S. securities markets. When the final rules relating to the filing and reporting requirements of institutional investment managers were announced in 1979, the SEC made clear that “[t]he reporting system required by Section 13(f) is intended to create in the Commission a central repository of historical and current data about the investment activities of institutional investment managers, in order to improve the body of factual data available and to facilitate the consideration of the influence and impact of institutional investment managers on the securities markets and the public policy implications of that influence.” Accordingly, as the SEC has recognized, the goals of the Section 13(f) disclosure program are to (i) aggregate data in respect of the investment activities of institutional investment managers, (ii) improve public insight into the holdings of institutional investment managers in order to facilitate the assessment of such managers’ impact on the securities markets, and (iii) increase investor confidence in the integrity of the U.S. securities markets.
READ MORE »