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In February 2025, the Securities and Exchange Commission’s Division of Corporation Finance published two new Corporation Finance Interpretations (“CFIs,” or CDIs, as they were known at the time) relating to when beneficial ownership of a reporting company’s securities must be reported on a Schedule 13D, as opposed to a Schedule 13G (read about it here). As a reminder, to report on Schedule 13G, a beneficial owner must certify that the subject securities were not acquired and are not held “for the purpose of or with the effect of changing or influencing the control of the issuer.” Unfortunately, the new guidance introduced an element of confusion, causing investors to, at least temporarily, pull back on their engagement with issuers as they evaluated its impact. Since, investors and issuers have adjusted their engagement to take the February 2025 CFIs into account; for example, by providing agendas in advance of meetings and giving disclaimers about the purpose of conversations. On September 2, 2026, the SEC Staff published three new CFIs aimed at providing clarification to issuers and investors as they engage in these communications.
| CFI | Guidance |
| Question 103.13 | An issuer requests a meeting with a shareholder to discuss the shareholder’s views on a topic, or past or upcoming voting decisions. The shareholder currently reports on a Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c). Generally, (1) an engagement initiated by the issuer or (2) a response to an issuer’s request to understand the shareholders’ past voting decisions is less likely to be viewed as an attempt by the shareholder to “influence” control of the issuer, so participating in the discussion alone would not disqualify the shareholder from reporting on a Schedule 13G. However, this is a highly fact-specific determination, and the totality of the circumstances must be considered. |
| Question 103.14 | The fact that a shareholder reporting on Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c) participates in discussions (including sharing its views and how those views could inform a voting decision) with a person engaged in a proxy solicitation alone will not cause the shareholder to lose its eligibility to report on a Schedule 13G. |
| Question 103.15 | A shareholder reporting its beneficial ownership on a Schedule 13G in reliance on Rule 13d-1(b) or Rule 13d-1(c) seeks clarification about specific facts or statements in an issuer’s filings. The shareholder would not be disqualified from reporting on a Schedule 13G solely because it engages with an issuer to better understand the issuer’s disclosures or other public communications. |
Find the new CFIs here.
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