Check whether a further share acquisition increases the holding
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the cap table and the acquisition papers, record the acquiring person's present percentage of outstanding voting securities, the percentage the file says would be held after the acquisition, whether the acquisition is described as solely for investment, and the holdings of each affiliate the file identifies. Do not decide that a filing is required or excused.
- What the lawyer must review
- The lawyer applies 15 USC 18a. Subsection (c)(10) exempts acquisitions of voting securities if, as a result, the voting securities acquired do not increase, directly or indirectly, the acquiring person's percentage share of the outstanding voting securities of the issuer. Subsection (c)(9) exempts acquisitions solely for investment if, as a result, the securities acquired or held do not exceed 10 percent of the outstanding voting securities of the issuer. Subsection (c)(3) exempts an acquisition of voting securities of an issuer at least 50 percent of whose voting securities the acquiring person already owns. Subsection (b)(3)(B) says the amount or percentage held or acquired is determined by aggregating the holdings of the person and each affiliate. An acquisition that increases the percentage is outside subsection (c)(10). Whether a filing is then required depends on the rest of the section, including the size tests and the other exemptions. The FTC thresholds page states the 2026 adjusted size thresholds that take effect on 17 February 2026. The lawyer uses those figures if the size tests are reached. This section does not create a separate notice that is triggered only because voting power increased.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes identifying points for review. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.