The Woeful Inadequacy of Section 13(D): Time for a Paradigm Shift?

Virginia Law & Business Review, 2019, Volume 13, Issue 2, 279-302

24 Pages Posted: 12 Jul 2019 Last revised: 24 Dec 2019

See all articles by Maria Lucia Passador

Maria Lucia Passador

Harvard University - Harvard Law School; Bocconi University - Department of Law; Universite du Luxembourg - Faculty of Law, Economics and Finance

Date Written: June 30, 2018

Abstract

Disclosure is a crucial aspect of the corporate landscape and has been the subject of in-depth scholarly discussion in recent years.

This Article aims to advance this lively debate by carefully analyzing the argument that the beneficial ownership reporting requirements adopted under Section 13(d) of the Securities Exchange Act of 1934 — requiring “a purchaser that beneficially owns 5 percent or more of a class of a Public Target Company’s equity securities . . . to promptly disclose its ‘plans or proposals’ to acquire additional securities of the Public Target Company or merge with the Public Target Company” no later than 10 days following such 5 percent acquisition — should be amended.

Keywords: Hedge Fund Activism, Corporate Law, Shareholder Activism, Shareholder Activist, Section 13(d), Schedule 13D, Beneficial Ownership

JEL Classification: G18, G28, G32, G38, K22

Suggested Citation

Passador, Maria Lucia, The Woeful Inadequacy of Section 13(D): Time for a Paradigm Shift? (June 30, 2018). Virginia Law & Business Review, 2019, Volume 13, Issue 2, 279-302, Available at SSRN: https://ssrn.com/abstract=3418445

Maria Lucia Passador (Contact Author)

Harvard University - Harvard Law School ( email )

1563 Massachusetts Avenue
Cambridge, MA 02138
United States

Bocconi University - Department of Law ( email )

Via Roentgen, 1
Milan, Milan 20136
Italy

Universite du Luxembourg - Faculty of Law, Economics and Finance ( email )

4, rue Alphonse Weicker - C221A
Luxembourg, L-2721
Luxembourg

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