The U.S. Court of Appeals for the Second Circuit recently provided guidance regarding Section 16(b) short-swing profit liability for corporate issuers and institutional investors. On July 7, 2026, the court affirmed the dismissal of an action brought by the post-bankruptcy successor to Bed Bath & Beyond (“BBB”), which sought to recover more than $310 million
Beneficial Ownership
New Corporation Finance Interpretations on Beneficial Ownership Reporting and Other Topics
By Liz Walsh on
On July 9, 2026, the Securities and Exchange Commission’s Division of Corporation Finance issued a number of new Corporation Finance Interpretations (“CFIs”) (marking more than 150 new and revised CFIs since January 2025!). The new CFIs focus on Exchange Act Sections 13(d) and 13(g), including guidance related to total return swaps on equity securities, while…
SEC Enforcement Sweep Brings Actions for Delinquent Ownership Reports
By Michael Hyatte on
On September 25, 2024, the Securities and Exchange Commission announced the settlement of twenty-one enforcement actions related to untimely reports required by Section 13(d) or 13(g) of the Securities Exchange Act, Section 16(a) of the statute, or some combination of the provisions. The twenty-three respondents in the proceedings included thirteen firms, several of which are…