Navigating shareholding disclosure: Your guide to regulatory reporting

Shareholding disclosure rules are fundamental for market transparency and are enforced across all global jurisdictions. Regulators require investors to report to their relevant regulators whenever their holdings in an issuer reach or exceed specific thresholds. These thresholds may be based on total voting rights, share capital, and/or the total number of shares outstanding in a particular share class.

• Keeping up with the impact of regulatory change on shareholder disclosure data and processes is becoming more challenging for investors
• Regulatory change is accelerating, with shorter time frames for reporting and the introduction of equity derivatives requirements. 
• Rules vary by jurisdiction, while the key principles remain the same there’s significant inconsistencies in the way rules are interpreted and implement across jurisdictions. Working with data and technology solutions that deliver the agility financial firms need to meet these requirements within compressed timescales is essential for compliance success. 

Shareholding disclosure rules are fundamental for market transparency and are enforced across all global jurisdictions. Regulators require investors to report to their relevant regulators whenever their holdings in an issuer reach or exceed specific thresholds. These thresholds may be based on total voting rights, share capital, and/or the total number of shares outstanding in a particular share class. Additionally, some jurisdictions, impose separate and often stricter disclosure requirements for holdings related to companies in a takeover situation, including reporting thresholds and timelines.

In a recent webinar on LSEG’s shareholding disclosure data, industry leaders discussed how both rapid regulatory change and rule divergence are challenging the ability of firms to remain compliant. Shorter reporting timelines and the introduction of equity derivatives disclosures, for example, demand high quality data and more automated processes covering the entire reporting workflow. 

So, it’s essential to work with accurate and timely data, and agile technology in the face of regulatory change, to reduce compliance and operational risk. 

According to the expert panel in our recent webinar, the rapid evolution of regulations is creating compliance complexity in financial services firms around the globe causing an increased cost of reporting. Ongoing regulatory change – exacerbated by significant variation in shareholder disclosure rulemaking among jurisdictions – is forcing investors to update data and alter automated processes with a degree of agility that is sometimes challenging for them to achieve. 

Regulators have been increasing shareholding transparency demands since the Global Financial Crisis of 2008, to help reduce market manipulation and enhance risk management within the financial system. Some recent rule changes also support anti-money laundering requirements for disclosure of the beneficial ownership of listed companies – rules are being expanded to include investors with an economic interest in the form of equity derivatives. 

Recent and upcoming rule changes include:

• Australia – The Treasury Laws Amendment Bill 2024 extends shareholder disclosure requirements to foreign entities listed in Australia and requires disclosure of cash-settled equity derivative positions. A consultation closed in December 2024.
• Japan – In April 2025, the Japan Financial Services Agency (JFSA) publicised a detailed draft of rule changes on the Tender Offer Rule and Large Shareholding Reporting Rules. The main purpose of the change to the existing shareholding rules is to promote effective engagement between issuers and investors. Principally, the large shareholding rules will change to: 

Promote engagement between issuers and investors: Review the proposal details categorised under important proposal actions to clearly define the scope. 

Cash Settled Equity Derivative transactions: Provisions outlining the conditions for reporting along with a detailed methodology for converting the cash-settled equity derivative transactions into the number of stocks for reporting.

Effective Date: May 2026 (2 years from announcement) 

• United States – Recent changes to Securities and Exchange Commission Schedule 13D and 13G require beneficial owners to disclose interests in equity derivatives under a broader set of circumstances. The rules also tighten disclosure deadlines significantly across all requirements. Revisions to guidance were published in February 2025. Rule 13f-2 now requires investors to report short position data to the SEC, with implementation delayed to early 2026. 

More countries are expected to implement reporting of equity derivatives positions over the next few years to meet global money laundering prevention standards. However, each jurisdiction is writing their rules slightly differently.  Rules often vary to account for local market conditions and existing rulebooks. This is creating a second tier of complexity, in addition to the regulatory change itself. 

Regulatory change is the “new normal” for shareholding disclosure compliance, and so financial services firms must adapt. Using data and technology to automate shareholding disclosure can help firms ensure that they meet increasingly tight deadlines. Vendor data and automation can also reduce both compliance and operational risk by ensuring requirements are met correctly on an ongoing basis. 

However, firms need to be sure that both their data and technology are capable of rapidly adapting to regulatory change. For example, SEC Rule 13f-2 requires firms to assess their positions in an entirely new way, requiring data on settled positions and the calculation of average gross monthly positions. This complexity was part of the reason for the delayed implementation deadlines. 

These new shareholding disclosure demands require high quality data that performs robustly from day one – omissions or errors can result in compliance failures. As well, technology needs to be able to adapt quickly – reporting processes must adopt an increased level of automation and flexibility and need to be reviewed regularly to ensure the fulfil compliance requirements across relevant jurisdiction. For shareholding disclosure, today firms need to be able to pivot with agility.