Saturday, June 8, 2024

"QFS CONVERSATIONS" WITH GOLDILOCKS, 8 JUNE

 GOLDILOCKS

Family Office Update: Exchange Act Form 13F – New Requirements Effective July 1, 2024

In a nutshell, Section 13(f) requires any “institutional  investment manager” that exercises investment discretion  over the accounts of any other person holding “section  13(f) securities”3 with an aggregate fair market value of at least US$100 million to make certain periodic filings with  the Securities and Exchange Commission (SEC) on Form  13F. Section 13(f) applies to all “institutional investment   managers,” regardless of whether they are registered as  investment advisers under the Advisers Act.

Therefore,  a family office, even if it is not required to register under  the Advisers Act, may nevertheless be an “institutional  investment manager” for purposes of Section 13(f), and  therefore be required to make filings on Form 13F.

Reporting obligation that will become effective on July 1,  2024. Each Form 13F filer will now be required to make an  annual filing on Form N-PX to disclose its votes on any pay-related proposals presented to stockholders by the public  companies in its investment portfolio.

Although Form 13F only requires reporting in respect  of “section 13(f) securities” (as identified on the SEC’s  quarterly Form 13F List), Form N-PX reporting is not limited to  securities on that list, but it applies to pay-related votes cast on  all securities registered under Section 12 of the Exchange Act.

Family offices that are required to file Form 13F will need  to develop procedures to identify and keep a record of any  pay-related proposals that are presented at their portfolio  companies’ stockholder meetings – and how they cast their  votes – so that they will be able to make accurate and timely  filings of Form N-PX, which must be made annually by August  31 of each year, covering the filer’s say-on-pay voting record  9+ for the 12-month period ended June 30.

Form N-PX filings will be available to the public through the SEC’s website.  Squire Patton Boggs  SEC


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