M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Tuesday, November 3, 2009

13(d) and 13(g) Staff Interpretations

The new SEC staff interpretations (September 19, 2009 update) on 13(d) and 13(g) and a not so random selection of one of the Q&A's have been posted.  They're worth reviewing if these questions have kept you up at night.

Question: A husband and wife share the same household. One spouse beneficially owns more than five percent of a voting class of equity securities registered under Section 12 of the Exchange Act. Is the other spouse deemed the beneficial owner of the same securities under Rule 13d-3(a) by virtue of their marital relationship alone?

Answer: No. For purposes of Regulation 13D-G, an analysis of the facts and circumstances is necessary in determining whether a husband, wife or child beneficially owns shares held by another family member sharing the same household. The relationship between family members should be analyzed to determine whether a family member directly or indirectly either has or shares voting and/or dispositive power over the shares held by any other family member living in the same household. 



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