SEC enforcement priorities: What they mean for Schedule 13D and 13G compliance

SEC enforcement priorities: What they mean for Schedule 13D and 13G compliance

For compliance teams operating in U.S. public markets, beneficial ownership rules are nothing new. Schedule 13D and 13G obligations are well understood, and the underlying requirements have remained largely the same over the last two years. What is changing is the context in which those rules are enforced.

For more than a decade, our regulatory team has tracked how U.S. beneficial ownership rules are enforced in practice. While there have been no new formal rules since late 2023, the new SEC guidance and examination priorities have materially raised expectations around how ownership, influence, and related disclosures are identified, monitored, and defended.

In November 2025, the SEC’s Division of Examinations published its enforcement priorities, covering a wide range of market conduct and compliance risks. Among them, for the first time, is increased attention on transparency, particularly in areas such as beneficial ownership reporting, insider reporting, and proxy vote disclosure.

For compliance teams, this means less tolerance for ambiguity, delay, and errant process, especially where possible shareholder influence is being exerted.

Why shareholder influence is under renewed scrutiny

Beneficial ownership rules sit at the intersection of transparency and shareholder rights. In practice, they underpin how professional investors engage with U.S. public companies - whether through traditional activism, or engagement on environmental or social matters. That balance is now being reassessed.

Across the political spectrum, there has been growing unease about the influence of professional investors in corporate America. While motivations differ, the common concern is the same: too much power, exercised by too few participants, with too little visibility.

Under President Donald Trump, and with newly appointed SEC Chairman Paul Atkins, the direction of travel has shifted. Regulators are increasingly signalling a desire to limit the scope of shareholder influence over corporate decision-making, and to re-examine the disclosure frameworks that support it.

Pressure on passive investors - from both sides

Large asset managers have found themselves caught in the middle.

On one side, Democratic state pension funds have pushed managers to use their voting power more assertively on ESG matters. On the other hand, Republican states have argued that the same activity represents political overreach.

Firms such as BlackRock and Vanguard have responded by pulling back from ESG-related voting, yet continue to face scrutiny regardless of direction. 

From a regulatory perspective, this matters because voting behaviour, particularly when using a proxy adviser, is no longer viewed in isolation. It increasingly feeds into broader questions around investor coordination, influence, and whether conduct remains consistent with reliance on the lighter-touch Schedule 13G regime.

Why proxy advisers are part of the conversation 

Proxy advisers have also come under increasing scrutiny.

The market is effectively dominated by Institutional Shareholder Services and Glass Lewis, whose voting recommendations influence outcomes on board elections, executive compensation, major transactions, and shareholder proposals across U.S. public companies.

In 2025, U.S. Senators criticised proxy advisers for exercising what they described as expansive and opaque influence over corporate decision-making. President Trump has echoed these concerns, signalling potential efforts to curb the role proxy advisers play in shareholder engagement.

For investors, and particularly for compliance teams, this matters because scrutiny of proxy advisers indirectly reshapes how regulators assess coordination and potential group formation under Section 13(d), even where investors view themselves as passive.

What’s changed for 13D and 13G filers

This broader scepticism toward professional investor involvement has now translated into tangible regulatory signals. 

In November 2025, the SEC explicitly identified beneficial ownership reporting, insider reporting, and proxy vote reporting as examination priorities for the first time. While enforcement activity in this area is not new, elevating these topics into the examination programme signals that they are no longer viewed as episodic risks, but as routine supervisory focus areas.

At the same time, the SEC has narrowed the circumstances in which investors may rely on Schedule 13G. Engagement on issues such as environmental policy, political matters, poison pills, or director elections - historically compatible with passive intent - is now more likely to draw scrutiny.

That direction was reinforced when Commissioner Mark Uyeda warned that the SEC would apply increased scrutiny to reliance on Schedule 13G where proxy advisers are involved, particularly in assessing whether conduct gives rise to group formation.

Taken together, these developments point to a regulatory recalibration:

• Narrower tolerance for engagement under 13G

   

• Greater willingness to require disclosure under Schedule 13D

   

• Higher expectations around timeliness, accuracy, and defensibility

What this means for compliance teams

For compliance professionals, the takeaway is not theoretical. As enforcement expectations rise, teams should expect:

• More frequent and more detailed Schedule 13D filings

   

• Heightened scrutiny of proxy voting and investor coordination

   

• Zero tolerance for late or inaccurate filings, including 13D, 13G, and related reports such as Forms 13F and N-PX

   

• Reduced flexibility around what qualifies as “passive” engagement under Schedule 13G

In this environment, beneficial ownership compliance is no longer a box-ticking exercise. It is increasingly treated as a core control function, with real enforcement consequences when processes break down.

Looking ahead

The SEC’s enforcement priorities don’t rewrite the rules, but they do change the risk calculus.

For firms subject to 13D and 13G obligations, this is the moment to reassess whether existing monitoring, escalation, and reporting processes are robust enough for a more sceptical and data-driven regulator.

In our next article, we’ll look at how compliance teams can operationalise 13D/G obligations in this environment, including where firms most commonly fall short, and what effective ownership monitoring and control frameworks look like in practice.