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SEC Staff Issues New Guidance on Ownership Disclosures

On September 14, 2009, the staff of the SEC’s Division of Corporation Finance released compliance and disclosure interpretations regarding Schedule 13G and 13D reporting under Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G.  They provide some new interpretations and revise and replace existing ones.

Schedule 13D is a filing that must be made with the SEC by a person or entity, including investment companies and advisers, acquiring ownership of 5% or more of the publicly traded securities of a public company.  Schedue 13G is form similar to Schedule 13D; however, Schedule 13G is an abbreviated form and requires less information to be disclosed.   Investment advisers to mutual funds should consider these interpretations carefully when preparing, filing and amending Schedules 13G and 13D.

P. Rupert Russell and Ellyn Roberts, attorneys at Shartsis Friese LLP, have drafted a short paper outlining the effects these new interpretations will have on investment advisers and investment companies.  The full text of the Russell-Roberts paper is available at:  http://www.mfdf.org/site/pages/documents/13Gan13DInterpretativeGuidanceArticle9-2009.pdf

The SEC's September 14, 2009 compliance and disclosure interpretations, "Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting" may be found at: http://www.sec.gov/divisions/corpfin/guidance/reg13d-interp.htm