01/05/23

US: SEC reopens comment period on beneficial ownership proposal.

As published on complianceweek.com, Monday 1 May, 2023.

The Securities and Exchange Commission (SEC) on Friday reopened the comment period on proposed changes to “modernize” its beneficial ownership rule.

The agency said the new deadline for comments will be through at least June 27 and is intended to give the public time to review a newly released memorandum by the SEC’s Division of Economic and Risk Analysis on the potential economic impact of the proposed rule changes.

The SEC’s proposal, released in February 2022, would expand the rule to include certain types of derivative securities and shorten the filing deadline for beneficial ownership from 10 days to five days after a new ownership party crosses the 5 percent threshold. It also would require amendments related to beneficial ownership be filed within one business day.

SEC Chair Gary Gensler remarked then how changes in beneficial ownership can have a material impact on the price of a company’s shares. The agency cited “changes in the financial markets and technology” among reasons for the reporting deadline change to five days.

A shorter deadline would better safeguard shareholders who sell to a potentially informed, opportunistic trader, the SEC said.

“[L]essening an informational advantage that some market participants may perceive to be unfair could enhance trust in the securities markets, thereby promoting capital formation,” the memo from the Division of Economic and Risk Analysis said.

The 27-page memo provides data and analysis to try to answer questions regarding how much impact the proposed changes would have on markets, shareholders, and traders.

Some parts of the current rule were most recently updated in 1977, the SEC said.