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
Date Written: June 30, 2018
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: Suggested Citation