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SEC reporting obligations for insiders and large traders under Section 13 and Section 16 of the Exchange Act

SEC reporting obligations for insiders and large traders under Section 13 and Section 16 of the... The purpose of this paper is to provide investment advisers, broker dealers, individual investors and other securities firms with a current and detailed summary of the reporting regime under Sections 13 and 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and guidance on how to comply with the disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”) on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5.Design/methodology/approachThe approach of this paper discusses the transactions or beneficial ownership interests in securities that trigger a reporting requirement under Section 13 and/or Section 16 of the Exchange Act, identifies the person or persons that have the obligation to file reports with the SEC, details the information required to be disclosed in the publicly available reports, and explains certain trading restrictions imposed on reporting persons as well as the potential adverse consequences of filing late or failing to make the requisite disclosures to the SEC.FindingsThe SEC continues to provide updated guidance on the disclosure requirements under Sections 13 and 16 of the Exchange Act, which individual investors and securities firms – largely insiders – must take into account when filing any new or amended reports on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5.Originality/valueThis article provides expert analysis and guidance from experienced securities lawyers. http://www.deepdyve.com/assets/images/DeepDyve-Logo-lg.png Journal of Investment Compliance Emerald Publishing

SEC reporting obligations for insiders and large traders under Section 13 and Section 16 of the Exchange Act

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Publisher
Emerald Publishing
Copyright
© 2019 Paul Hastings LLP.
ISSN
1528-5812
DOI
10.1108/joic-07-2019-0040
Publisher site
See Article on Publisher Site

Abstract

The purpose of this paper is to provide investment advisers, broker dealers, individual investors and other securities firms with a current and detailed summary of the reporting regime under Sections 13 and 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and guidance on how to comply with the disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”) on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5.Design/methodology/approachThe approach of this paper discusses the transactions or beneficial ownership interests in securities that trigger a reporting requirement under Section 13 and/or Section 16 of the Exchange Act, identifies the person or persons that have the obligation to file reports with the SEC, details the information required to be disclosed in the publicly available reports, and explains certain trading restrictions imposed on reporting persons as well as the potential adverse consequences of filing late or failing to make the requisite disclosures to the SEC.FindingsThe SEC continues to provide updated guidance on the disclosure requirements under Sections 13 and 16 of the Exchange Act, which individual investors and securities firms – largely insiders – must take into account when filing any new or amended reports on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5.Originality/valueThis article provides expert analysis and guidance from experienced securities lawyers.

Journal

Journal of Investment Compliance – Emerald Publishing

Published: Oct 16, 2019

Keywords: Section 13 of the Securities Exchange Act of 1934; Section 16 of the Securities Exchange Act of 1934; U.S. Securities Exchange Commission (SEC); Investment adviser; Broker dealer; Beneficial ownership reports

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