March 18, 2015

Securities Litigation Alert: Disclose Early and Disclose Often: SEC Brings Enforcement Actions for Failure to Disclose Potential Going Private Transactions in a Timely Manner

Summary: Last week the SEC charged eight officers, directors and large shareholders of public companies with violations of the Section 13(d) of the Exchange Act for the failure to amend their stock-ownership disclosures to reflect steps taken to effectuate potential going private transactions. Each respondent agreed to settle the proceedings by paying a financial penalty, which ranged from $15,000 to $75,000. These cases demonstrate that the SEC is paying close attention to stock ownership disclosure requirements and that large shareholders of public companies need to carefully consider whether certain steps they take may trigger additional disclosure requirements or amendments.

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