On Oct. 10, 2023, the Securities and Exchange Commission (SEC) adopted long-awaited rule amendments to Schedule 13D/13G reporting of beneficial ownership. Among other things, the amended rules shorten filing deadlines, clarify disclosure requirements with respect to cash-settled derivatives, and require that Schedules 13D and 13G be filed in a structured, machine-readable data language.

Although the SEC’s press release touts that the amendments are intended to “update[] Schedules 13D and 13G reporting requirements for modern markets, ensure[] investors receive material information in a timely way, and reduce[] information asymmetries,” the amendments do not redress significant gaps in the disclosure regime between activist stockholders and other market participants, leaving issuers and investors alike to continue to wonder (among other things) when exactly coordinated activist investment activity constitutes a disclosable “group” or “arrangement.”

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