Do I need to disclose substantial shareholdings in the Americas?

What is shareholding disclosure?

Substantial shareholding disclosure is a regulatory requirement for shareholders to report their equity holdings in, typically, listed issuers once their position reaches a certain percentage level of shares or voting rights. It may also be referred to as major shareholding or long position disclosures, disclosure of interest (DOI) or sometimes beneficial ownership reporting. These rules are designed to provide transparency to the market, the issuer, and the relevant regulator, and may be applicable to any firm that holds or manages shares or any instrument referenced to shares.

Substantial shareholding disclosure in the Americas

There is no regional rulebook for shareholding disclosure in the Americas. Restrictions vary widely by jurisdiction, with differences in thresholds, timing, instruments covered, and enforcement mechanisms. Some interesting points of national nuance to be aware of include:

• multiple disclosure regimes – some countries have more than one shareholding disclosure regime and what you include for calculation and disclosure is often substantively different e.g. in Canada there are three different types of disclosure reports - Early Warning Reports; Alternative Monthly Reporting System and Insider Reports. EWR / AMRS apply class tests and Insider Reports are based on voting rights in voting securities
• calculation basis – more than one calculation may be required to ascertain whether a disclosure threshold has been crossed - e.g. in Brazil calculations are required in respect of either Group 1 (shares and physical derivatives) or Group 2 assets (cash-settled instruments)
• rights to acquire – if rights to acquire (e.g. through convertible securities) are in scope, there may be specific timing requirements to track, such as the 60-day rule in the USA, or other conditionality rules
• insider reporting rules – these may apply in addition to other major shareholding rules. Insider rules can require a wide disclosure of relevant interests on reaching specific shareholding thresholds e.g. in the USA Section 16(a) insider reporting rules require disclosure of all classes of issuer equity securities and related derivatives as well

Tips for compliance

Our Shareholding Disclosure service covers more than 100 jurisdictions. While local rules vary, here are some common points to note:

• Issuers & Markets: Clarify which issuers are in scope - domestic, foreign, or dual-listed. You may need to disclose the same holding (using different calculation criteria) in more than one jurisdiction
• Thresholds: Understand initial and continuing thresholds. Thresholds can vary depending on issuer type (e.g. listing, market cap) or shareholder location (e.g. tax haven) 
• Calculation: Consider voting rights, share capital, class tests, and total voting rights. Some regimes apply multiple tests. Note that black letter law may not prescribe precise calculation methods meaning local counsel input is required
• Mandate: Disclosure may be triggered by business activity, even without direct voting discretion (e.g. asset managers, custodians)
• Eligible Assets: Know which securities count - especially derivatives subject to conversion, exchange, or subscription
• Filing Logistics: Prepare for language requirements, deadlines, formats, and portal registration
• Additional Reporting Obligations: Equity holders may face other disclosures—e.g. to industry regulators under sensitive industry or FDI rules, in takeover situations, for AML/CTF, or net short positions

Final thoughts

• Risk: Shareholding disclosure is a business-critical area of compliance, which requires daily oversight and a robust approach to tracking rule developments
• Complexity: The rules can evolve, sometimes quickly and without warning, in response to market developments or a change in regulator approach. Rule changes or interpretive developments can be difficult to detect – often the changes are not readily apparent nor the subject of major public announcements
• Sanctions: National regulators can apply significant scrutiny to this area of compliance and can expect firms to have a robust control framework in place. The margins of error can be very small, and notifications deadlines can be tight. A single missed disclosure can have significant regulatory consequences. In some countries non-disclosure is a criminal offence Reputational risk relating to a public sanction is also a consideration

We have expert-curated and user-friendly content on whether and, if so, how a substantial shareholding disclosure is required, for more than 100 countries including all of the below regions:

• APAC: e.g. Australia’s Corporations Act and Takeover Panel regimes; Hong Kong’s SFO Disclosure of Interests Part XV and Japan’s Financial Instruments and Exchange Act
• Americas: e.g. the USA’s Section 13D Securities Act and Canada’s Early Warning and AMRS rules
• Europe: e.g. the EU’s Transparency Directive and the UK’s Disclosure and Transparency Rules (DTRs)
• Middle East: e.g. the UAE’s DFSA and SCA regimes
• Africa: e.g. South Africa’s Companies Act