Section 16 Officer Definition

In addition to a factual analysis of a person s duties and responsibilities a company s corporate organization and reporting lines often will help inform the analysis.

Section 16 officer definition. An assistant secretary would not ordinarily be considered an officer of a company under section 16 a unless such person performs any of the functions that would make such person an officer as defined in rule 16a 1 f. Section 16 is a rule within the securities exchange act of 1934 sea that articulates the regulatory filing responsibilities that directors officers and principal stockholders are legally. Would an assistant secretary ordinarily be considered an officer of a company under section 16 a.

The definition of section 16 officer is designed to apply narrowly to the small subset of executives in the company who have significant policy making functions. In addition to a factual analysis. The sec recently made such a challenge however and lost in a federal court case involving a company s conclusions regarding its own officers.

For the most part determining your section 16 officers is a fairly routine matter and the sec respects and rarely challenges these determinations due to their fact sensitive nature. Section 16 of the securities exchange act of 1934 as amended the 1934 act applies to officers directors and beneficial owners of more than 10 of a class of an issuer s equity securities the insiders registered under section 12 of the 1934 act. Section 16 officers means officers of the company or of any subsidiary of the company 25 or more of the voting stock of which is owned directly or indirectly by the company designated as section 16 officers by resolution of the board of directors of the company from time to time.

Section 16 officer means every person who is directly or indirectly the beneficial owner of more than ten percent 10 of any class of any equity security other than an exempted security which is registered pursuant to section 12 of the securities exchange act of 1934.