Peter Golden quoted in <em>Compliance Week</em> regarding SEC's 13D reporting deadline

Peter Golden quoted in Compliance Week regarding SEC's 13D reporting deadline

New York corporate partner Peter Golden is quoted in a Compliance Week article regarding the possibility of the SEC reducing the ten-day window for filing a Schedule 13D, which requires investors to disclose beneficial ownership of more than five percent of publicly traded shares, and expanding upon the classification of the term “beneficial ownership” to include cash-settled swaps. Mr. Golden commented, “The [SEC] staff is seeking comment on whether a definition of beneficial ownership more inclusive of derivatives is warranted. Accordingly, we should expect a continuation of the debate on how derivatives, including cash-settled swaps, should be treated.” With respect to companies implementing anti-takeover measures such as a poison pill plan, Mr. Golden stated that if a company discovers a new activist in its shareholder base, it could invite that person to join the board. If that move doesn't seem sensible, the board could also try “defensive conduct” such as adopting a traditional poison pill, “or they could re-focus their strategy to enhance value in a way that they think is preferable to the activist's agenda.”