The SEC’s new Large Trader Reporting Rule should be reviewed by corporations and individuals that exercise discretion over transactions in U.S.-listed listed stocks and options. Effecting even a single trade can require a corporation or individual to register as a “large trader.” New Rule 13h-1 requires large traders to register with the SEC by December 1, 2011 by filing Form 13H.

In general, we expect that most corporations outside the financial services industry and most individuals will not be subject to the rule. Many ordinary corporate activities in listed stocks, such as self-tenders and other share repurchases, administering equity compensation plans, and engaging in mergers and acquisitions involving public companies, will not trigger registration.

If you have any questions regarding the matters covered in this publication, please reach out to any of the lawyers listed below or your usual Davis Polk contact.

This communication, which we believe may be of interest to our clients and friends of the firm, is for general information only. It is not a full analysis of the matters presented and should not be relied upon as legal advice. This may be considered attorney advertising in some jurisdictions. Please refer to the firm's privacy notice for further details.

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