ARTICLE
14 March 2019

Jones Day Talks: Broken Window – The SEC's Schedule 13D 10-Day Filing Period

JD
Jones Day

Contributor

Jones Day is a global law firm with more than 2,500 lawyers across five continents. The Firm is distinguished by a singular tradition of client service; the mutual commitment to, and the seamless collaboration of, a true partnership; formidable legal talent across multiple disciplines and jurisdictions; and shared professional values that focus on client needs.
But the process has come under persistent criticism, as activist hedge funds and similar investors have used the 10-day window to conceal their accumulations.
United States Corporate/Commercial Law

The SEC requires anyone who acquires more than 5 percent ownership of any class of registered securities to file a Schedule 13D within 10 days, thereby disclosing their holdings and intentions. But the process has come under persistent criticism, as activist hedge funds and similar investors have used the 10-day window to conceal their accumulations.

Lizanne Thomas, leader of the Firm's corporate governance team, talks about the current wave of shareholder activism and explains why the SEC's Schedule 13D 10-day filing window is in need of reform.



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