USA Law and Practice Contributed by: Matt Hurd, Melissa Sawyer and Scott Crofton, Sullivan & Cromwell LLP
number of shares and the market value of such shares as of the end of the calendar quarter. Beneficial Owners Beneficial owners of more than 10% of any class of equity security of a public company (as well as directors and officers) must report their ben - eficial ownership of equity securities on Section 16 forms. Transactions in equity securities by such stockholders, directors and officers must generally be reported within two business days. These parties may be required to disgorge to the company any profits made in connection with the purchase and sale of the company’s securi - ties within a six-month period. Acquisitions of Voting Securities Certain acquisitions of voting securities by an investor must be reported to the Federal Trade Commission (FTC) and the Department of Jus - tice (DOJ) prior to consummation if the trans - action value and the sizes of the investor and issuer exceed certain thresholds pursuant to the Hart-Scott-Rodino Antitrust Improvements Act. Upon the investor making the filing, the FTC and DOJ have a 30-day period in which to request further information from the investor to deter- mine whether the acquisition violates the US antitrust laws. The contents of the filing are confidential. Stock - holders should be mindful of other regulatory regimes that may be implicated by a stockhold - er’s acquisition of shares, including: • the Committee on Foreign Investment in the United States for certain acquisitions by for - eign persons; • the Federal Energy Regulatory Commission for acquisitions of the shares of regulated utilities; and
• the Federal Communications Commission for acquisitions of the shares of regulated telecommunication companies. 6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting The federal securities laws require public com - panies to file publicly annual, quarterly and cur - rent reports relating to the occurrence of certain events material to stockholders. Annual and quarterly reports must be certified as accurate and complete by a company’s CEO and CFO. Public companies are also required to file proxy statements in connection with their stockholder meetings. 6.2 Disclosure of Corporate Governance Arrangements The federal securities laws require public com - panies to disclose the following information relating to corporate governance in their proxy statements: • director biographical and qualification infor - mation; • director independence and the methodology for determining director independence; • board meeting attendance and related poli - cies; • committee information, including member - ship, purpose and function, and number of meetings held; • the board’s leadership structure; • the board’s role in risk oversight; • applicable hedging policies regarding director ownership of stock; • the company’s code of ethics or rationale for non-adoption;
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