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Passive Investor
Practical Law Glossary Item 7-383-2208 (Approx. 2 pages)
Glossary
Passive Investor
Defined by the SEC to refer to stockholders beneficially owning more than 5% of a class of securities registered under the Securities Exchange Act of 1934, as amended, who can certify that the securities were:
- Not acquired or held for the purpose of, and do not have the effect of, changing or influencing the control of the issuer of those securities.
- Not acquired in connection with or as a participant in any transaction having the purpose or effect of changing or influencing the control of the issuer of those securities.
Stockholders that are passive investors qualify to file beneficial ownership reports on Schedule 13G.
For more information, see Practice Notes, Section 13(d) Beneficial Ownership Reporting and Filing Schedule 13D and 13G Reports.