Improving short-position disclosure is a key part of NIRI's advocacy agenda. In April 2022, NIRI submitted a comment letter on the SEC's short position reporting rule proposal. In summary, NIRI voiced its disappointment that, as proposed, short sale position information would not be made available for each investment manager holding a large short position. NIRI recommendeded an innovative alternative that this information be made available to each issuer on a confidential basis once certain thresholds have been reached.

Prior to this, in May 2020, NIRI wrote a comment letter urging the SEC to adopt a Dodd Frank Act-mandated rule to require monthly disclosure by all 13(f) institutions. NIRI's letter also expressed support for a rulemaking petition filed in February 2020 by a coalition of securities law professors led by Professor John C. Coffee Jr. and Joshua Mitts of Columbia University that asked the SEC to address "short and distort" abuses by "negative activists."  

In October 2015, NIRI joined with the NYSE Group in a rulemaking petition that asks the SEC to require 13(f) institutions to publicly report their short positions. In December 2015, Nasdaq submitted a similar rulemaking petition, which has been endorsed by the Biotechnology Innovation Organization, a trade association that represents biotech companies. So far, more than 15 public companies have submitted separate comment letters in support of improving short-position disclosure. 

There is growing support within the U.S. capital markets for greater transparency around short positions. In both 2016 and 2017, the SEC's Government Business Forum on Small Business Capital Formation recommended the agency adopt a short-position disclosure mandate. Nasdaq’s 2017 "The Promise of Market Reform" report also strongly endorsed short-position reporting (“the asymmetry of information between long investors and those with short positions deprives companies of insights into trading activity and limits their ability to engage with investors and it deprives investors of information necessary to make meaningful investment decisions.”) In April 2018, a broad coalition of eight business organizations, including the U.S. Chamber of Commerce and Sifma, included short-position disclosure among its recommendations to improve the climate for IPOs and public companies.  

In August 2018, the NIRI Capital Area Chapter submitted a letter to the SEC on behalf of its members who include IR officers at 20 public companies. The NIRI DFW chapter also has written a letter on behalf of its members, who include IR officers at 14 companies. 

Since the onset of the global COVID-19 pandemic, a number of nations have temporarily banned short selling or imposed new transparency requirements. Here is a Wachtell Lipton blog post that summarizes these developments. 

NIRI encourages members to ask their companies (or clients) to write comment letters to the SEC that support this much-needed reform to improve equity ownership transparency. NIRI chapters also are encouraged to prepare their own letters, as NIRI Capital Area has done. Comment letter templates and letters from a growing list of companies can be found below.   


NIRI Comment Letter - Proposed SEC Short Position Reporting Rule, April 28, 2022

NIRI Comment Letter Re: Petition for Rulemaking on Short and Distort, Petition No. 4-758, May 2020

NIRI Briefing Paper, The Case for Improved Disclosure of Short Positions

Wachtell, Lipton, Rosen & Katz, "Worldwide Regulatory Response to Short Selling Following COVID-19 Market Crisis," March 26, 2020

Professor John C. Coffee, et al., Petition for Rulemaking on Short and Distort, February 2020

NIRI DFW Chapter, Comment Letter Re Rulemaking Petition to Require Disclosure of Short Positions, September 2018.

NIRI Capital Area Chapter, Comment Letter Re Petitions for Short-Position Disclosure, August 2018.

Jim Greenwood, BIO, and Nelson Griggs, Nasdaq, "Commentary: Shining a Light on Shorts Will Improve Market Integrity, Investor Protection," Pension and Investments, May 2019.

U.S. Chamber of Commerce, Sifma, et al., “EXPANDING THE ON-RAMP: Recommendations to Help More Companies Go and Stay Public," April 2018

Edward Knight, General Counsel, Nasdaq, "The Long and Short of Unfair Trade Rules," The Hill, January 18, 2018

Nasdaq, "The Promise of Market Reform: Reigniting America’s Economic Engine" (2017)

NIRI, IR Update, "The Long and the Short of It: There Is a Growing Consensus Among Companies That the SEC Should Mandate the Public Disclosure of Short Positions" (June-July 2016)

NYSE-NIRI Rulemaking Petition to the SEC on Short-Position Disclosure (October 2015)

Nasdaq, Petition for Rulemaking to Require Disclosure of Short Positions in Parity with Required Disclosure of Long Positions (December 2015)

Biotechnology Innovation Organization, Comment Letter to the SEC: Request to Require Disclosure of Short Positions in Parity With Required Disclosure of Long Positions (March 2016)


Comment Letter Templates

Sample Comment Letter for NYSE Companies

Sample Comment Letter for Nasdaq Companies

Comment Letters Submitted by Companies With NIRI Members

Cardinal Health

Sprint Corp. 

Freeport-McMoRan Inc. 

Herbalife Ltd.

BOK Financial Corp. 

Primoris Services Corp.

Revance Therapeutics, Inc.

Tyler Technologies

Approach Resources

EnerNOC Inc.