In the field of corporate law, timing is everything. Perhaps in no area is this more the case than in disclosure—specifically, the disclosure obligations of the Securities and Exchange Act of 1934. Implemented by a phalanx of SEC rules, the Act carefully prescribes how and when an investor must make public its equity position in a company. As every introductory corporate lawyer quickly comes to know, Section 13(d) of the Act requires that any person who acquires beneficial ownership of five percent or more of an issuer’s stock file a public statement announcing such ownership “within ten days.” This congressional attempt to “ensure that shareholders [are] promptly alerted to possible change[s] in company management and corporate control” often stands at the forefront shareholder activism battles.

Despite the provision’s undeniable significance, its meaning remains uncertain. Judges and commentators cannot agree whether the statute mandates filing within ten business days or ten calendar days. While a seemingly trivial distinction, by last count the timeliness of almost fifty percent of Schedule 13D filings hinged on just this issue. And yet, there is no settled answer to a simple question: when must a Schedule 13D be filed?

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