At the recently held SEC Speaks in 2011 conference, Michele Anderson, chief of the Office of Mergers and Acquisitions in the Division of Corporation Finance, confirmed that the SEC will no longer enforce Rule 13d-7 promulgated under the Securities Exchange Act of 1934. Rule 13d-7 had required that all Schedules 13D and 13G, and amendments thereto, be delivered to the subject issuer by registered or certified mail. The Dodd-Frank Wall Street Reform and Consumer Protection Act amended the Exchange Act by removing the statutory requirement to send the subject issuer a copy of the filing.
Ms. Anderson indicated that Rule 13d-7 would not be enforced notwithstanding the fact that the rule would technically remain in the regulations until more comprehensive SEC rulemaking pertaining to beneficial ownership occurs.
The Dodd-Frank Act also gave the SEC the discretion to shorten the 10 calendar day period in which an initial Schedule 13D and a Form 3 must be filed. Ms. Anderson said that the staff would consider whether a shorter period would be appropriate as part of the comprehensive beneficial ownership rulemaking initiative.