Filing of Schedules 13D and 13G
| Currency | Current through May 31, 2023 |
| Citation | 17 C.F.R. §240.13d-1 |
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4 cases
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Sec. & Exch. Comm'n v. Miller
...U.S.C. §§ 78j(b), 78m(d), 78p(a), and Rules 10b-5, 13d-1, 13d-2, 13a-14, 16a-2, and 16a-3 thereunder, 17 C.F.R. §§ 240.10b-5, 240.13a-14, 240.13d-1, 240.13d-2, 240.16a-3, and Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, 15 U.S.C. §§ 77e(a) and (c), 77q(a). [4] Although Mill......
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Sec. & Exch. Comm'n v. Miller
...registered securities to disclose information about their holdings publicly by filing a Schedule 13D in EDGAR. 15 U.S.C. § 78m(d)(1); 17 C.F.R. § 240.13d-1. A is a “beneficial owner” of a security if that person directly or indirectly has, or shares, voting power or investment power for the......
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Silver Star Props. REIT v. Hartman vREIT XXI, Inc.
...13D within ten days of becoming, “directly or indirectly[,] the beneficial owner of more than five percent” of an equity security. 17 C.F.R. § 240.13d-1. alleges that, at the time of the filing of the complaint, Mr. Hartman was the beneficial owner of 7.43% of Plaintiff's stock and had not ......
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Nano Dimension Ltd. v. Murchinson Ltd.
...and unjust enrichment but has abandoned those claims on appeal. 2. A Schedule 13D is the filing required under Section 13(d). See 17 C.F.R. § 240.13d-1. 3. Murchinson and Anson disclosed that they had separately acquired 5.1% of Nano's ADSs in Schedule 13Ds filed on January 23, 2023 and Mar......
4 firm's commentaries
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Annual Review of Federal Securities Regulation - The Business Lawyer, Vol. 70, Iss. 3
...F.3d 934, 948 (11th Cir. 2012) (citation omitted). 229. Contorinis II, 743 F.3d at 308 n.7. 230. 15 U.S.C. § 78m(d) (2012). 231. 17 C.F.R. § 240.13d-1 (2014) (also defining other categories of shareholders who may file Schedule 13G). 232. Id. § 240.13d-3(a)–(c). 928 The Business Lawyer; Vol......
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The Resilient Rights Plan: Recent Poison Pill Developments and Trends
...of more than five percent of a corporation’s stock must disclose certain information on either Schedule 13D or Schedule 13G. See 17 C.F.R. § 240.13d-1. Once the five percent threshold is reached, Schedule 13D requires the disclosure of contracts relating to the issuer’s securities. In contr......
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Proposed Amendments to Hart-Scott-Rodino Act Regulations Could Dramatically Expand Filing Obligations of Investment Managers
...one who has not “acquired the securities with any purpose, or with the effect, of changing or influencing the control of the issuer.” 17 C.F.R. § 240.13d-1. 7 The North American Industry Classification System (NAICS) is the standard used by Federal agencies in classifying business establish......
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Blockchain Will Not Solve the Proxy Voting Problem
...Isn’t Always the Solution (or Why Tokenizing Equity Securities Is Not the Answer to the Proxy Voting Problem),” available here17 CFR 240.13d-1], available here https://www.ecfr.gov/cgi-bin/text-idx?amp;node=17:4.0.1.1.1&rgn=div5#se17.4.240_113d_61 (imposing a reporting requirement on th......
1 books & journal articles
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Federal And State Takeover Laws
...C.F.R. § 240.13e-3 (2009). 25. 15 U.S.C.A. § 78m(d)(1) (1997). 26. See 15 Sec. Reg. & L. Rep. (BNA) 156 (June 17, 1983). 27. 17 C.F.R. § 240.13d-1 (2009). 28. Id. § 240.13d-1(c). See also Edelson v. Ch’ien, 405 F.3d 620, 623 (7th Cir. 2005). 29. 17 C.F.R. § 240.13d-1(b) (2009). Qualii e......