Regulation 13D and the Regulatory Process

Abstract

Pursuant to its authority under the Securities Exchange Act of 1934, the Securities and Exchange Commission (SEC) has promulgated Schedule 13D, which imposes certain disclosure requirements on persons within ten days of the date that they acquire more than five percent of the beneficial ownership of a public company. As this article goes to press Congress is on the verge of reducing the threshold acquisition percentage perhaps to two percent and shortening the window from ten days to two or even one day. As such, it seems an appropriate time to evaluate the welfare effects of these disclosure requirements.