Beneficial Ownership Reporting Under Section 13(d) PDF Download
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Author: James Hamilton
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 74
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Book Description
Author: James Hamilton
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 74
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Book Description
Author: Thomas R. Stephens
Publisher:
ISBN: 9781633590083
Category : Disclosure of information
Languages : en
Pages :
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Book Description
... provides a comprehensive discussion of the disclosure requirements set out under [section][section] 13(d) and 13(g) of the Securities Exchange Act of 1934.
Author: United States. Securities and Exchange Commission
Publisher:
ISBN:
Category : Disclosure of information
Languages : en
Pages : 256
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Author:
Publisher:
ISBN:
Category :
Languages : en
Pages : 61
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Book Description
Author: Thomas R. Stephens
Publisher:
ISBN: 9781558713475
Category : Disclosure of information
Languages : en
Pages :
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Book Description
... provides a comprehensive discussion of the disclosure requirements set out under [section][section] 13(d) and 13(g) of the Securities Exchange Act of 1934.
Author: Stanton P. Eigenbrodt
Publisher: Wolters Kluwer
ISBN: 9780735541122
Category : Business & Economics
Languages : en
Pages : 690
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Book Description
Refers to Section 16 of the Securities Exchange Act of 1934.
Author: C. Scott Maravilla
Publisher:
ISBN:
Category :
Languages : en
Pages :
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Book Description
The Williams Act of 1968 amended the Securities and Exchange Act of 1934 in order to provide the public with greater notice of those acquiring ownership of a corporation's equity securities which could signal a change in corporate control. Prior to the amendment, shareholders owning less than 10 percent of a corporation's equity securities did not have to publicly disclose their interests. This resulted in shareholders colluding with each other to effect changes in corporate governance unbeknownst to potential investors and the public. The Williams Act amended section 13(d) of the 1934 Securities Act so that those entering into a group, in order to pool their shares, would be deemed to become the beneficial owner, directly or indirectly, of every other member of the group's shares at the time they agreed to form the group and act in concert. The group then would be required to file a Schedule 13D with the Securities and Exchange Commission thereby providing greater transparency.The Third Circuit held in Rosenberg v. XM Ventures that beneficial ownership at the time the group is formed is an essential element of constituting a group under section 13(d). The Court stated that it was quot;Congress' intent that an individual must be a beneficial owner of an issuer's securities prior to becoming a member of a section 13(d) group.quot; In other words, in order to constitute a section 13(d) group, the shares must be beneficially owned by the members of the group at the time they enter into an agreement to act in concert (beneficial ownership is defined as who has the actual ability to vote the shares, or the power to dispose of a block of securities, not who is the owner of record). This article argues that one of the implications of the holding in Rosenberg is that there is now a potential loophole in the law in which shareholders may again collude with one another to effect stealth changes in corporate control. At the time the group enters into an agreement to further a common objective, so long as the members are not beneficial owners of more than 5 percent of the corporation's equity securities, they do not have to publicly file with the SEC. Subsequently, the group could then acquire beneficial ownership in the corporation's equity securities, still not be required to file under 13(d) and act to effect a corporate takeover.
Author: The Law Library
Publisher: Independently Published
ISBN: 9781794665033
Category : Law
Languages : en
Pages : 30
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Book Description
The Law Library presents the complete text of the Beneficial Ownership Reporting Requirements and Security-Based Swaps (US Securities and Exchange Commission Regulation) (SEC) (2018 Edition). Updated as of May 29, 2018 We are readopting without change the relevant portions of Rules 13d-3 and 16a-1. Readoption of these provisions will preserve the application of our existing beneficial ownership rules to persons who purchase or sell security-based swaps after the effective date of new Section 13(o) of the Securities Exchange Act of 1934. Section 13(o) provides that a person shall be deemed a beneficial owner of an equity security based on the purchase or sale of a security-based swap only to the extent we adopt rules after making certain determinations with respect to the purchase or sale of security-based swaps. After making the necessary determinations, we are readopting the relevant portions of Rules 13d-3 and 16a-1 to confirm that, following the July 16, 2011 statutory effective date of Section 13(o), persons who purchase or sell security-based swaps will remain within the scope of these rules to the same extent as they are now. This ebook contains: - The complete text of the Beneficial Ownership Reporting Requirements and Security-Based Swaps (US Securities and Exchange Commission Regulation) (SEC) (2018 Edition) - A dynamic table of content linking to each section - A table of contents in introduction presenting a general overview of the structure
Author:
Publisher:
ISBN:
Category : Disclosure of information
Languages : en
Pages : 492
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Book Description
Author:
Publisher:
ISBN:
Category : Disclosure of information
Languages : en
Pages : 840
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Book Description
