Among the many new rules and considerations affecting proxy season disclosures this year, one of the more subtle changes affects beneficial ownership disclosure pursuant to S-K Item 403(a). That rule requires companies to report the beneficial ownership of their greater than 5% shareholders “as of the most recent practicable date,” with beneficial ownership being determined in accordance with Exchange Act Rule 13d-3. In years past, all Schedule 13G filers were required to file amendments within 45 days after the end of the calendar year to report any change to their previously reported holdings.
Stella Kwak
Of Counsel, New York
+1 212.351.6240
Stella Kwak is of counsel in Gibson Dunn’s New York office and a member of the firm’s Securities Regulation and Corporate Governance Practice Group.