The SEC's 'New' View On 13D Disclosure Requirements
Law360, New York ( May 5, 2015, 10:28 AM EDT) -- The U.S. Securities and Exchange Commission recently announced settlements of charges against insiders relating to three different going-private transactions. The settlement orders reflect a general increased focus by the SEC on insiders' compliance with Schedule 13D amendment requirements in connection with going-private transactions (and possibly other extraordinary transactions), as well as possibly expanded requirements for disclosure of steps taken during the preliminary stage of consideration of a transaction. The charges were against eight directors, officers or major stockholders for their respective failures to file timely amendments to their Schedule 13D filings to disclose their plans to take the companies private. The charges were based on steps these parties had taken in furtherance of the going-private transactions, but that had only been disclosed months (or in some cases years) afterward in the proxy statements or Schedule 13E-3 statements relating to the transactions....
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