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, 19 Jul 2026 11:30:24 +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 SEC Proposes Amendments to Schedules 13D and 13G – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 SEC Proposes Amendments to Schedules 13D and 13G https://corpgov.law.harvard.edu/2022/03/06/sec-proposes-amendments-to-schedules-13d-and-13g/?utm_source=rss&utm_medium=rss&utm_campaign=sec-proposes-amendments-to-schedules-13d-and-13g https://corpgov.law.harvard.edu/2022/03/06/sec-proposes-amendments-to-schedules-13d-and-13g/#comments Sun, 06 Mar 2022 12:20:07 +0000 https://corpgov.law.harvard.edu/?p=143824?d=20220307093750EST Posted by Curtis A. Doty, Marla L. Matusic, and Anna T. Pinedo, Mayer Brown LLP, on Sunday, March 6, 2022
Editor's Note:

Curtis A. Doty is partner, Marla L. Matusic is counsel, and Anna T. Pinedo is partner at Mayer Brown LLP. This post is based on a Mayer Brown memorandum by Mr. Doty, Ms. Matusic, Ms. Pinedo, Christina M. Thomas, Laura D. Richman, and Jennifer J. Carlson. 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); and Pre-Disclosure Accumulations by Activist Investors: Evidence and Policy by Lucian Bebchuk, Alon Brav, Robert J. Jackson Jr., and Wei Jiang.

Background

On February 10, 2022, the Securities and Exchange Commission (the “SEC”) proposed amendments to Schedules 13D and 13G relating to beneficial ownership reports (the “Proposed Amendments”). [1]

The Securities Exchange Act of 1934 (the “Exchange Act”), Section 13(d), was originally enacted to address the increasing use of cash tender offers in corporate takeovers. Section 13(d) requires disclosure by investors of the accumulation of significant positions, or of certain increases in such positions, in the voting stock of public companies. These disclosures are intended to provide transparency to the market generally, and to stockholders and the company, and to function as an early warning to the company regarding a potential change of control transaction. Section 13(g) permits short-form disclosure by certain passive or early investors that hold or obtain significant positions in the voting stock of public companies. Specifically, Section 13(g) states that “[a] person who would otherwise be obligated. . .to file a statement on Schedule 13D may, in lieu thereof, file with the Commission, a short-form statement on Schedule 13G.” [2]

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