Staying ahead of Shareholding Disclosure changes

Insight

If adopted, this is welcome news as the current reporting deadline is “immediately” which adds pressure for compliance teams who already have to navigate Brazil's complicated calculation requirements. Some other countries with “immediate” disclosure deadlines in certain circumstances are:

• Norway
• Israel
• The Netherlands

Did you know? Other regulators are interested in investors' control intent too.

For example:

• In the USA, the SEC updated its guidance on circumstances in which investors engaging with issuers on ESG and other matters can file a short-form Schedule 13G as a passive or institutional investor. Some actions where pressure on management is exerted to undertake specific actions including on social, environmental or political policy, will mean investors will instead need to file a long-form Schedule 13D
• South Korea and Japan have long had a tiered approach to reporting based on shareholding intents
• Germany and France may require intent declarations to be made alongside filings

Sanctions. We're keeping count.

USD 187,990,802.03

in sanctions tracked by us in key jurisdictions.

Yes, $187.9 million! That's the total value of sanctions - converted to USD - imposed for regulatory sanctions that we have tracked so far in 2025. This doesn't reflect the numerous other reprimands and corrective actions subscribers can view in our dedicated Sanctions Tracker.

Not seen our Sanctions Tracker yet? Ask us for a demo

Insight

The nature of the test is fundamental to compliant reporting of substantial shareholdings and different countries tackle this in different ways.

For example:

• security class (e.g. Canada)
• total voting rights or voting shares (e.g. Australia)
• total issued share capital (e.g. Taiwan)
• a combination of these (e.g. Singapore or - yes even in the supposedly “harmonised” EEA - Norway)

Our Initial Thresholds app gives a global overview of thresholds and calculation tests. Contact us for a free trial.

Insight

Almost all of the EU Member States now have FDI screening mechanisms. This is a complex, fast-moving area of regulation. Governments tend to “throw the net wide” to give themselves scope to screen investments if they wish. It operates entirely differently to major shareholder reporting, not least because it is a “pre-trade” rather than a post-trade requirement. The national rules all differ in terms of thresholds and industries.

Industry rules may seem remote to some firms, at these higher thresholds, but Shareholding Disclosure subscribers know the variations are vast. For example, did you know if you are investing in Japan their FDI regime starts as low as 1%?

Putting FDI to one side, did you know individual industries may have their own regulations and much lower holdings can trigger compliance actions (e.g. in Greece there are 1% restrictions for certain types of investors in all industries and specifically in media, plus in Australia there is a 2.5% disclosure threshold for media).

Read our recent article on this topic.

Insight

There are a number of points of clarification that Rulefinder Shareholding Disclosure continues to monitor in the interim, including:

• tech issues with compiling accurate information for the Form SHO
• the extraterritorial reach of the reporting rules including short positions in foreign securities

We're also watching out for the outcome of the separate legal challenge against the new rules mounted by the National Association of Pension Funds.

Watch out for our future webinars on this topic.

Insight

The UK and EEA short selling regimes are detailed and onerous. Here are just some points to note that show rules in this region need detailed and precise analysis:

• timing: short timing for net short positions disclosures - by 15.30 on T+1
• calculation basis: many interests count towards net short position reporting - including economic exposure through financial instruments
• territoriality: if shares fall within the scope of the regulations, the rules will apply regardless of whether a short position on that instrument is taken on a trading venue in UK/EU* or outside UK/EU* or outside any trading venue

*depending on which set of rules - UK SSR or EU SSR

South Korea: Short selling resumes amid rules changes

On 31 March 2025 permitted covered short selling resumed in South Korea, ending a long full suspension that began on 5 November 2023 following a number of high-profile short selling breaches.

Our snapshot of South Korea discusses the key changes.

China: New guidelines issued

In January 2025, the China Securities Regulatory Commission (CSRC) issued the Takeover Disclosure guidelines to address variations in interpretation of substantial shareholding filing rules. These set out, amongst other things, that subsequent filings are expected on fixed threshold changes and confirmed that trading days are the relevant days that count towards filing timings.

Our China snapshot earlier this year highlighted the impact of the guidelines.

Region in focus: APAC

Rulefinder Shareholding Disclosure has seen a variety of developments taking place in the APAC region as regulators strengthen their regulatory powers and revise their rulebooks to increase transparency of ownership. It serves as a reminder that long-standing disclosure rules continue to evolve as governments and regulators react to market events or disclosure developments in other jurisdictions.

Our Asia Pacific round-up at the end of 2024 highlighted the variances in regulatory focus in the region, with insights from across the globe.

104 jurisdictions

Our newest jurisdictions and their starter thresholds for major shareholdings disclosures:

• Liechtenstein - 5%
• Georgia - 5%
• Costa Rica - 10%

5 core modules

We cover equity holdings reporting in:

• major shareholder reporting
• sensitive industries / foreign investment restrictions
• takeover reporting
• ownership disclosure requests / UBO
• short selling

490 clients

• Proudly supporting hedge funds, global investment banks, pension funds and investment managers large and small to manage this business critical area of compliance