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David and Nabil did a great job summarizing the relevant changes in Beneficial Ownership reporting under sections 13(d)and 13(g) of the SEC Act. The whole article is worth a read, especially for investors who may unknowingly trigger one or more of the Final Rules. The guidance on Group formation stood out to me: “In a departure from the Proposed Rules, the SEC did not adopt certain Rule 13d-5 amendments that would have tracked the statutory text of Section 13(d)(3) and (g)(3) to specify that two or more persons who “act as” a group for purposes of acquiring, holding, or disposing of securities are treated as a “group.” Neither the relevant statutes, nor the SEC actually define the term “group.” Also from the article: “According to the adopting release, the determination of whether two or more persons are acting as a group “depends on an analysis of all the relevant facts and circumstances and not solely on the presence or absence of an express agreement, as two or more persons may take concerted action or agree informally” (emphasis added).” Excellent read and timely information as always from TC! Thank you!
