SEC: Corporate Insiders Can't File Under 13G

Friedlander, Josh
February 2005
Investment Dealers' Digest;2/21/2005, Vol. 71 Issue 7, p7
Trade Publication
The article reports the U.S. Securities and Exchange Commission (SEC) has pointed out that corporate officers and board members who have had been filing their ownership disclosure under schedule 13G of the Securities and Exchange Act of 1934, should now file 13D. The SEC indicated that large shareholders in public companies typically prefer to file their ownership disclosures under schedule 13G as it requires far less paperwork fewer updates and entails no disclosure of the shareholder's future plans, as does 13D. But shareholders can file under 13G only if they are considered passive. Also, the SEC indicated that large shareholders in public companies who also serve in management or directorial capabilities could be wrong to claim the status of "passive" investors for the purposes of avoiding extensive reporting of their future plans.


Related Articles

  • Institutional Perspective on Shareholder Nominations of Corporate Directors. Pozen, Robert C. // Business Lawyer;Nov2003, Vol. 59 Issue 1, p95 

    Reviews the practical issues that the U.S. Securities and Exchange Commission would have to resolve in order to make workable any system for shareholder nomination of directors. Presentation of the cost-benefit framework utilized by institutional investors in evaluating whether to engage in...

  • Writer inveighs; SEC unveils. Burr, Barry B. // Pensions & Investments;6/29/2009, Vol. 37 Issue 13, p8 

    The article informs that the U.S. Securities and Exchange Commission (SEC) invites comments from public on the proxy access proposed rule issued on June 10, 2009. As of June 17, the SEC has received 21 comment letters and till August 17, 2009 it will receive such letters. The SEC believes in...

  • John Sweeny. Sweeney, John J. // NACD Directorship;May2004, Vol. 30 Issue 5, p8 

    Comments on issues concerning the participation of long-term investors in selection of board members. Support given by the Securities and Exchange Commission for long-term investors concerning their qualification to nominate corporate directors; Reason behind the petition of to issue rules...

  • Plain talk helps 'say on pay' mean something. Dannhauser, Bob // PRWeek (U.S. Edition);Apr2011, Vol. 14 Issue 4, p25 

    The article reports on the impact of the new rule known as "say on pay" of the U.S. Securities & Exchange Commission (SEC). It mentions that the Compensation Discussion and Analysis (CD&A) section has been required to public companies since the SEC adopted the rules. It also notes that the CD&A...

  • It Ain't Over Till It's Over. Lajoux, Alexandra R. // NACD Directorship;May/Jun2012, Vol. 38 Issue 3, p20 

    The article deals with three issues concerning the business sector in the U.S. that are being discussed in the legislative, executive and judicial branches of the U.S. government. It notes on the proxy access given by the U.S. Securities & Exchange Commission (SEC) on shareholders. The Jumpstart...

  • DEPARTMENT OF HIGH FINANCE.  // New Yorker;5/24/1982, Vol. 58 Issue 14, p80 

    The article presents information on the decision of the staff officials of the U.S. Securities and Exchange Commission to consider that the violations committed by Citicorp are insignificant and harmless. Citicorp had no legal duty to disclose breaches of basic norms since it had never...

  • Sears-Kmart Board Revealed.  // WWD: Women's Wear Daily;2/22/2005, Vol. 189 Issue 38, p2 

    Focuses on executives included in the list of proposed board members of the combined Sears Roebuck & Co. and Kmart Corp. filed in the U.S. Securities and Exchange Commission on February 15, 2005. Role of shareholders in the appointment of the board members.

  • THE CASE FOR SHAREHOLDER ACCESS: A RESPONSE TO THE BUSINESS ROUNDTABLE. Bebchuk, Lucian Arye // Case Western Reserve Law Review;Spring2005, Vol. 55 Issue 3, p557 

    Focuses on the proposal of the U.S. Securities and Exchange Commission to provide shareholders with access to the corporate ballot in light of the Business Roundtable (BRT), an influential association of chief executive officers of leading companies. Analysis of the wide range of objections...

  • SEC to Grant Voting Power to Shareholders. Mulholland, Sarah // Investment Management Weekly;10/13/2003, Vol. 16 Issue 40, p4 

    Reports on the approval of staff recommendations that would allow shareholders to nominate director candidates on company proxy materials by the U.S. Securities and Exchange Commission (SEC), as of October 2003. Conflict on the issue between shareholder rights advocates and the companies;...


Read the Article


Sorry, but this item is not currently available from your library.

Try another library?
Sign out of this library

Other Topics