Tax

Policy and Legal

NAM Wins Victory as SEC Shelves Rule Change

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In a victory for the NAM, reports suggest that the Securities and Exchange Commission has abandoned a planned rule that would have decreased market transparency and made it more difficult for public companies to communicate with shareholders.

The background: Form 13F requires asset managers to report their holdings in public companies. Under current law, if an institution manages more than $100 million in assets, they are required to report the businesses they hold shares in. Companies use that information for investor relations, outreach and communication with shareholders—and because there is no other way for public companies to know who their owners are, it’s fundamental to the day-to-day operations of businesses across the country.

The proposal: This summer, the SEC proposed changing the Form 13F disclosure threshold from $100 million to $3.5 billion—a 3,500% increase. The change would have exempted 89% of current filers from the 13F reporting requirement, preventing businesses from communicating with many owners and disproportionately affecting small public companies that tend to be held by small investment managers.

The result: The NAM strongly opposed the SEC’s proposal and led an aggressive response that included direct outreach from the NAM and NAM members to the SEC, as well as multiple official submissions to the comment file. In the face of this strong opposition from manufacturers, recent news reports indicate that the SEC will abandon the rule.

The word from the NAM: “This is a critical victory for manufacturers—from large corporations to small and mid-sized businesses,” said NAM Director of Tax and Domestic Economic Policy Charles Crain. “We are proud of the extraordinary work from so many NAM members who mobilized to fight this rule—and we are pleased that the SEC now intends to preserve vital transparency for manufacturers and their shareholders.”

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