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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