AIMA Beneficial Ownership Policy Seminar

USA

AIMA invites you to join us on November 12 for an insightful seminar on beneficial ownership, covering current priorities and interpretive guidance.

Don’t miss the opportunity to hear from industry experts as they discuss regulatory developments, recent case law, and practical compliance considerations for funds.

Agenda:

11:45 am - 12:00 pm

Check in

12:00 pm - 1:30 pm

Welcome and Opening Remarks

Topic: Perspectives on Beneficial Ownership – Current Priorities and Interpretive Guidance

Introductory remarks:

Joe Engelhard, AIMA

Speakers:

Nick Panos, SEC Office of Mergers and Acquisitions

Panel I – Beneficial Ownership and Cash-Settled Derivatives

This panel will cover:

SEC guidance on cash-settled derivative securities
Implications of the 2011 security-based swaps release (Rel. No. 34-64628) and the 2023 adopting release (Rel. No. 33-11253)
Case study: CSX Corp. v. The Children’s Investment Fund
Compliance considerations for funds to mitigate inadvertent Section 13(d)/16 exposure

Moderator:

Alan Dye, Hogan & Lovells

Panelists:

Brian Breheny, Skadden
Additional speakers to be announced

Panel II – Group Formation and Parallel Investment Activity

This panel will cover:

Rule 13d-5 and the definition of a "group"
When "concerted actions" may trigger group status absent a formal agreement
Parallel investments and private placements
Recent case law: Augenbaum v. Anson Investments Master Fund LP, 22-cv-249 (S.D.N.Y. Jan. 24, 2024)

Panelists: