Snell & Wilmer
Corporate Communicator

Jeffrey E. Beck

Kevin Zen

Snell & Wilmer
Past Issues

Summer 2019

Dear clients and friends,


For this edition of the Corporate Communicator, we are publishing an article concerning our observations about public companies posting on their corporate websites Schedule 13D and 13G filings.

Very truly yours,

Snell & Wilmer
Corporate & Securities Group

Schedule 13D and 13G Website Posting

Over the years, company websites have become an increasingly important source of information for investors. In the investor relations section of their websites, companies often include, or link to, information regarding company press releases, announcements and upcoming events, annual reports, SEC filings, corporate governance documents (including standing committee charters, corporate governance guidelines and codes of ethics/conduct) and, as a more recent trend, information about sustainability and corporate social responsibility. While some of this information is voluntarily provided by companies, the SEC and the securities exchanges have certain rules governing required website disclosure. As a reminder, companies may want to consider reviewing their website periodically with counsel to ensure that these requirements are satisfied.

Of note, we have observed that many companies include Schedule 13D/G filings amongst the SEC filings posted on their websites. Unlike Section 16 reports (e.g., Forms 3, 4 or 5), which are required to be posted on a company’s website by the end of the business day after filing pursuant to Exchange Act Rule 16a-3(k), there is no comparable requirement for posting Schedule 13D/G filings. Further, given that the Schedule 13D/G filings are typically not filed by, or on behalf of, the company, consideration should be given whether such filings should be left off the company’s website altogether (or, alternatively, not displayed as the default option) and discussed with counsel.

At a minimum, companies may want to consider reviewing for accuracy the language in their automatic alerts to investors whenever a filing with the SEC, including a Schedule 13D/G, has been made. For example, in instances where these alerts contain language stating to the effect that the company has made a filing, this should be revised to more generally state that a filing has been made. This may avoid any implication that the Schedule 13D/G filing was filed by, or on behalf of, the company.




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