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Regulatory News Update: SEC Adopts New Rule Enhancing Short Sale Disclosure

Regulatory News Update: SEC Adopts New Rule Enhancing Short Sale Disclosure

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January 4, 2024

What: The SEC recently adopted new Rule 13f-2 and related Form SHO and an amendment to the national market system plan governing the consolidated audit trail (CAT) to provide greater transparency of short sale-related data.

Who: Institutional investment managers (“Managers”). Managers are any person, other than a natural person, investing in or buying and selling securities for its own account, and any person exercising investment discretion with respect to the account of any other person - typically includes brokers and dealers, investment advisers, banks, insurance companies, pension funds and corporations.

When: Rule and plan amendment adopted on October 13, 2023, and they become effective on January 2, 2024. The compliance date for Rule 13f-2 and Form SHO will be 12 months after the effective date of the adopting release – with public aggregated reporting to follow 3 months later. The compliance date for the amendment to the CAT NMS Plan will be 18 months after the effective date of the adopting release.

Why: The SEC is adopting Rule 13f-2 and Form SHO to help enhance transparency regarding short selling in equity securities—including both exchange-listed and over-the-counter securities, and ETFs. The SEC believes that, through the publication of short sale-related data to investors and other market participants, the information reported by Managers will provide important additional context to market participants regarding short sale activity in these equity securities by Managers.

How: Under Rule 13f-2, institutional investment managers that meet or exceed certain prescribed reporting thresholds will report on Form SHO certain short position and short activity data for equity securities. The SEC will thereafter aggregate and publish certain data collected from Form SHO.

Why it matters: The SEC estimates that approximately 1,000 Managers per month will trigger a reporting threshold for at least one security and therefore be required to file the new Form SHO.  The SEC concluded that it would take about 20 hours per Form SHO filing.

CRC keeps its thumb on the pulse of the evolving regulatory landscape. Keep an eye out for additional information, including updated guidance, risk alerts, and CRC’s thoughts on how to ensure successful compliance with evolving regulatory expectations within your firm’s existing regulatory compliance program.

Contact Mitch Avnet for further details: (646)346-2468 |



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