Mosaic Dialogue Series
13D Filing Requirements: Time is of the Essence

There has been significant controversy surrounding the required disclosures by investors acquiring a 5% stake in public companies. Under current law, investors must disclose ownership of 5% or more within 10 days. Many issuers are in favor of shortening this disclosure window, with some favoring reporting as soon as one business day after the 5% threshold is crossed. They argue that the 10 day reporting lag deprives the market of material information and can facilitate market manipulation. Shareholders argue that shortening the disclosure window effectively allows issuers to set a ceiling on the number of shares an activist may acquire. Furthermore, at some companies, a poison pill can be triggered if the 5% threshold is crossed, preventing additional accumulation of shares by an activist investor.

Should the current 13D filing requirements be amended? Does the 10 day lag result in activists obscuring their actions? Would shortening the window assist issuers in preventing accumulation of shares by investors seeking change? Join us as we answer these questions and others on this important and timely topic.

Speakers:

Andrew M. Freedman, Partner, Olshan Frome Wolosky, LLP
Kai Haakon E. Liekefett, Partner, Vinson & Elkins

Moderator:

Joan MacLeod Heminway, W.P. Toms Distinguished Professor of Law, The University of Tennessee

Tuesday, June 23rd, 3:30pm EDT
To register, click here.

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