Rule 13d

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Rule 13d

An SEC rule that establishes disclosure requirements for investors who acquire a beneficial interest of 5% or more of an equity issue registered with the SEC.

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This Part recommends a preemptive disclosure framework that requires three amendments to Rule 13d under the Securities Exchange Act: (1) shortening the current ten-day grace period for making a Schedule 13D filing disclosing when an investor or group acquires a five percent or greater stake in a public company, (2) broadening the definition of "group" under Rule 13d-5 in order to require all activist investors to name the other investors to whom they have disclosed their intention to engage in a proxy fight once they collectively acquire a five percent or greater stake in a public company, and (3) imposing penalties for activists who fail to fully disclose the identities of wolf-pack members.

Unpacking wolf packs

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