Working From 10 to 5, What a Way to Make a Livin’: The SEC’s Most Recent Amendments to Promote Corporate Governance and Curb Exploitative Hedge Fund Activism

This Note investigates the evolving regulatory landscape following the 2023 SEC amendments regarding beneficial ownership reporting. It begins by analyzing the rise of hedge fund activism and its influence on corporate governance strategies, addressing benefits, controversies, and criticisms associated with this form of shareholder activism. This Note then traces the historical development of the regulatory requirements for beneficial ownership reporting such the Williams Act and now nearly forty years later, the 2023 SEC amendments to Schedule 13(d) and Schedule 13(g). Lastly, this Note analyzes the ongoing limitations and challenges in balancing market transparency with market competition, gleaning into the future trajectory of the SEC regulatory landscape for beneficial ownership reporting. Despite the SEC’s efforts to mandate market transparency, shine the spotlight on short-term investment horizons, and slow activist campaigns, this Note questions whether the 2023 SEC amendments sufficiently advance corporate governance initiatives or merely create slight barriers to activist hedge fund campaigns.