Clifford Chance

New SEC Short Sale Disclosure Rule Significantly Expands Reporting Obligations For Institutional Investment Managers

November 28, 2023

The U.S. Securities and Exchange Commission recently adopted new Rule 13f-2 under the Securities Exchange Act of 1934 that will require certain “institutional investment managers,” which can include fund managers, as well as entities that may not on their face seem to fall within this definition, such as banks and corporations, to report detailed information to the SEC on a monthly basis regarding their short sale positions in equity securities on new Form SHO.

The requirements of this new rule will need to be considered carefully by those that are required to file on Form 13F, as the scope of equity securities for which short positions must be reported on Form SHO is considerably broader than those that must be reported for purposes of Form 13F. In this briefing, we provide an overview of Rule 13f-2 and Form SHO, as well as discuss the types of equity securities that will be subject to Form SHO reporting and how they differ from those that managers must consider in relation to their Form 13F reporting.

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