A few days ago, Corp Fin revised a total of 18 CDIs related to Schedule 13Ds and 13Gs, mainly to align them with the changes to the rules related to those Schedules made back in October ’23. The CDIs are redlined by Corp Fin as is their new practice.
As noted by Cooley’s Justin Kisner, the updates can be categorized to be in three buckets:
- Substantive timing and deadline updates to reflect the rule amendments adopted in 2023.
- Revised language describing the relevant legal standard for determining the existence of a “group” consistent with the statute and the 2023 adopting release.
- Clarified by CDI 101.01, a circumstance in which an “exempt investor” – as defined by Rule 13d-1(d) – is required to file a Schedule 13G.
Authored by
Broc Romanek