The “Nine Cs” to comply with Global Shareholding Disclosures

May 10, 2018 –

In the Know

Bringing Clarity to the Asset Management Reporting Landscape


As a world leader in risk reporting to financial institutions, AxiomSL has the ability to leverage existing infrastructures and address new challenges in the asset management reporting landscape.

As a complimentary service, we are continuing our series of “In the Know” primers to break down what you need to know to successfully navigate this often-confusing environment. We hope you find this beneficial.

This “In the Know” spotlights shareholding disclosures.

What We Understand

There are 90 different jurisdictions worldwide that each have their own shareholding disclosure requirements and other transparency directives. These include Form 13D/G in the United States, the TR1 Form in the UK, Hong Kong short selling reporting rules, the European Union Transparency Directives, CH SIX I-III, and many others around the world. For asset managers, broker-dealers and other firms with a global footprint, understanding and meeting myriad shareholding disclosure requirements is a daunting task.

Regulators around the world require these firms to disclose events such as accumulating a substantial shareholding in an entity, investing in a protected industry, holding positions in an offeror/offeree involved in a takeover bid or engaging in short selling. The requirements of different jurisdictions vary widely, from format of disclosure to frequency of reporting. The level of variation and intricacy in shareholding disclosure requirements creates significant challenges for firms to remain compliant, consistent and transparent.

In the Spotlight

Shareholding Disclosures

While the exact shareholding disclosure requirements vary by jurisdiction, all regions require firms to understand how their total shareholdings in individual entities compare to their issued share capital or voting rights associated with it. Using this information, firms can determine whether they have accumulated a substantial shareholding that they are required to report. This is not a one-time procedure, but rather an ongoing process. Firms must continually monitor changes in their shareholdings and identify obligations to disclose.

This process, already complex, is made even more challenging by the fact that regulatory requirements are continuously undergoing changes. For this reason, firms must constantly track changes to shareholding disclosure requirements in the regions where they have a presence.

We encourage firms to view shareholding disclosure requirements not as a burden, but as an opportunity to create a culture of oversight and transparency throughout the organization. By investing upfront in the time and infrastructure required to create a shareholding disclosure framework, firms can, in the long run, greatly reduce the cost and complexity involved in managing disclosure-related activities.

How to Remain Compliant

We recommend following the “Nine C’s”:

  1. Clarify the exact shareholding disclosure requirements in each region where the organization has a presence.
  2. Conduct an analysis of total shareholdings in individual entities compared to issued share capital for each entity to identify obligations to disclose.
  3. Collect market, issuer, security, position, transaction and reference data to provide greater granularity and accuracy in disclosure-related activities.
  4. Consolidate the organization’s shareholding disclosure infrastructure into a single, global reporting engine that provides clear visibility of the rules in each relevant jurisdiction and full transparency over the entire process.
  5. Create templates of required reports to ensure consistency across reports submitted for different regulations, free up time and reduce errors.
  6. Collate an archive of historical submissions for the organization.
  7. Continuously monitor any changes in shareholdings that may require additional disclosures.
  8. Comply with jurisdictional nuances and rules by leveraging AOsphere, a suite of services from the legal service provider Allen & Overy.
  9. Consider using a strategic data management platform offering like AxiomSL’s Global Shareholding Disclosure to ensure compliance, consistency and transparency.

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