Brokaw Act

Brokaw Act

This bill directs the Securities and Exchange Commission (SEC) to amend specified regulations to reflect a revision the bill makes to the Securities Exchange Act of 1934 reducing from 10 to 2 business days the deadline for disclosing to the SEC any acquisition of a direct or indirect short interest in an equity security of a certain kind of voting class that results in a direct or indirect short interest representing more than 5% of that class.

The mandatory disclosures of short interests shall apply to:

• any class of equity security which must be registered,
• certain equity securities of an insurance company, and
• any equity security issued by a closed-end investment company registered under the Investment Company Act of 1940.

The bill deems a person as having a "short interest in a security" if the person has the opportunity, either directly or indirectly, to profit from, or share in any profit derived from any decrease in the value of the security (including a derivative instrument, or a performance-related fee).

The bill deems a person to have a short interest in a security if the person creates or uses certain instruments, including a trust, proxy, power of attorney, pooling arrangement, or any other contract, arrangement, or device, to divest the person of a short interest in a security or to prevent the vesting of a short interest as part of a plan to evade the reporting requirements of the Act.

The bill declares that, with specified exceptions, in calculating the number of shares in which a person has a short interest, regardless of the form of the short interest, all securities of the same class shall be aggregated.