The Cabinet of Curiosities: Strange Things in the Exchange Act

The Corporate Counsel quoted Fenwick corporate partner Dawn Belt about certain peculiarities of Section 16 of the Securities Act in its May-June 2018 issue.

While intended to regulate officers, directors and 10 percent shareholders, Section 16 requirements can also unexpectedly impact smaller shareholders, Belt said, thanks to the way beneficial ownership is calculated under Rule 13d-3.

She also offered insights on the Williams Act and how it relates to structured secondary transactions which occur when pre-IPO shares are exchanged and liquidity is afforded to stockholders before the company goes public.

Belt pointed out that these rules do not apply only to public companies. Some fairly common private company transactions may involve tender offers, she said, and if they do, those deals will have to comply with important provisions of the tender offer rules.

The full article can be accessed at The Corporate Counsel (May-June 2018).​​