On May 20, 2026, the Securities and Exchange Commission issued a new exemptive order (Release No. 34-105517) adding Australia, India, and Singapore to the list of “Qualifying Jurisdictions.” Directors and officers of foreign private issuers (“FPIs”) incorporated in these jurisdictions may, subject to specified conditions, be exempt from the Section 16(a) reporting requirements of the Securities Exchange Act of 1934. The new order builds directly on, and incorporates the conditions of, the SEC’s March 5, 2026 order that we addressed in our prior alert memo, which we encourage readers to consult for background on the Holding Foreign Insiders Accountable Act (“HFIAA”) framework and the detailed conditions of the relief.
Continue Reading Section 16(a) Reporting: SEC Expands Exemptive Relief to Additional Foreign Private Issuer JurisdictionsSarah E. Lewis
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Section 16(a) Reporting: SEC Grants Exemptive Relief for Foreign Private Issuers in Certain Jurisdictions
By Jorge U. Juantorena, Adam Fleisher, Manuel Silva, Helena K. Grannis, Harald Halbhuber, Juan Giráldez, Jonathan Mendes de Oliveira, Sebastian R. Sperber, David I. Gottlieb, Chrishan Raja, Sarah E. Lewis & Frederic Martin on
Posted in Alert Memo
On March 5, 2026, the SEC granted exemptive relief from Section 16(a) beneficial ownership reporting requirements for directors and officers of foreign private issuers (“FPIs”) incorporated or organized in certain jurisdictions with insider reporting regimes substantially similar to the United States. The exemption covers FPIs incorporated in Canada, Chile, member states of the European Economic Area, the Republic of Korea, Switzerland, and the United Kingdom—provided the FPI is subject to a qualifying regulation and each individual director or officer satisfies certain conditions. This relief arrives just ahead of the March 18, 2026 deadline for initial Form 3 filings, although qualifying FPIs and their directors and officers should review the exemption’s conditions carefully before concluding they can rely on it. In this alert, we summarize the qualifying jurisdictions, the exemption’s conditions and limitations, and what FPIs should do now.
Continue Reading Section 16(a) Reporting: SEC Grants Exemptive Relief for Foreign Private Issuers in Certain JurisdictionsSection 16(a) Reporting: SEC Adopts Final Rules for Foreign Private Issuers
On February 27, 2026, the Securities and Exchange Commission adopted final rules implementing the Holding Foreign Insiders Accountable Act, or HFIAA. As expected, the final rules require directors and officers of foreign private issuers with a class of equity securities registered under Section 12 of the Exchange Act to report their beneficial ownership and transactions on Forms 3, 4, and 5. The rules take effect on March 18, 2026, meaning initial Form 3 filings are due in less than three weeks. The final rules contain no major surprises, and address several interpretive questions that remained open following enactment. As the SEC noted in explaining its decision to forgo notice-and-comment rulemaking, the amendments “simply conform the Commission’s rules and forms to the requirements of HFIA Act and involve limited exercise of agency discretion.” In this alert, we highlight the most significant clarifications and practical considerations for compliance. For additional background on HFIAA, please refer to our prior alert, Section 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption.
Continue Reading Section 16(a) Reporting: SEC Adopts Final Rules for Foreign Private IssuersSection 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption
On December 18, 2025, the President of the United States signed into law the Holding Foreign Insiders Accountable Act (“HFIAA”), making officers and directors of foreign private issuers (“FPIs”) subject to public reporting of holdings of, and transactions in, the issuers’ equity securities under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The new law will become effective on March 18, 2026.
Continue Reading Section 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption