Published on Mar 5th, 2024 |

SEC Charges Firm $950k for Disclosure Failures

SEC Releases


The SEC charged an Investment Adviser with disclosure failures related to required 13G and 13D Filings.

Failures to submit timely required filings are taken seriously by the SEC, so it is important that Firms are aware of all requirements.

What Happened?

What Happened?

According to the SEC:

  • By December of 2021, the Firm beneficially owned 5.6% of a corporation’s stock, and subsequently filed a Schedule 13G.
  • By mid-April 2022, the Firm purchased additional stock totaling almost 9.9% of the outstanding shares.
  • On April 26th, actions by the Firm indicated that they did have control intentions with their beneficial ownership of the outstanding shares, requiring a Schedule 13D no later than May 6th, 2022.
  • The Firm filed their Schedule 13D on May 13th, when they simultaneously announced their proposal to purchase all of the corporation’s shares at a 20% premium.
  • The civil penalty amounted to $950,000.

Vigilant's Conclusion

Vigilant’s Conclusion

The SEC will continue to investigate actions that can potentially harm investors.

Firms looking to avoid costly compliance errors should invest their resources in creating a culture of compliance that works to avoid behaviors that can bring regulatory action.

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