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Procopio says it analyzed SEC guidance on Schedule 13G shareholder engagement
Procopio said Jennifer Trowbridge and Nathan Gelbrich published an article on SEC staff guidance addressing communications by Schedule 13G filers. The firm examined issuer-initiated discussions, conversations with participants in proxy solicitations and requests to clarify disclosures, alongside separate concerns involving disclosure controls and coordinated shareholder conduct.
Key points
- Procopio discussed Corporation Finance Interpretations 103.13, 103.14 and 103.15.Procopio
- The firm distinguished expressing views from pressuring management to take specific action.Procopio
- Procopio said Schedule 13G status does not establish that an investor supports management.Procopio
- The firm emphasized separate Regulation FD and group-formation considerations.Procopio