Foreign private issuers (FPIs) have recently faced scrutiny from regulators in the United States. As discussed in a previous Market Edge blog, US Securities and Exchange Commission (SEC) Chairman Paul Atkins has questioned some of the accommodations currently provided to FPIs and whether the “FPI” definition under federal securities…

Continue Reading Executive compensation for foreign private issuers: Key reporting and tax issues to consider

Under the current administration, the United States Securities and Exchange Commission (SEC) has advanced significant organizational and procedural changes in its Division of Enforcement, which will impact how investigations are supervised and how defense counsel approach the Wells process.

Notable changes include the replacement of Regional Directors with Deputy Directors…

Continue Reading SEC enforcement shake-up and Wells process reforms: Top points

On January 13, 2026, the United States Securities and Exchange Commission (SEC) announced plans to conduct a comprehensive review of Regulation S-K, the central framework governing non-financial statement disclosure requirements for public companies. In a statement, SEC Chairman Paul S. Atkins emphasized that the current breadth of Regulation S-K…

Continue Reading SEC proposes comprehensive reform of Regulation S-K

Now that 2026 has begun, US public companies with a December 31 fiscal year-end will be working to prepare their annual reports on Form 10-K for filing with the United States Securities and Exchange Commission. 

Companies are encouraged not only to meet relevant SEC requirements, but also to understand disclosure…

Continue Reading Updating Form 10-K for fiscal year 2025 and other annual reporting

United States District Judge Christopher Cooper has rejected a post-Jarkesy challenge to the US Securities and Exchange Commission’s (SEC) authority to impose industry bars through administrative proceedings. In Michael Sztrom and David Sztrom v. SEC, District Judge Cooper held that the Supreme Court’s 2024 decision in SEC v.…

Continue Reading SEC industry bars post-Jarkesy

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two major proxy advisory firms in the United States, have updated their benchmark proxy voting guidelines for the 2026 proxy season.

These firms provide institutional investors with voting recommendations on key matters such as director elections, executive compensation, corporate…

Continue Reading ISS and Glass Lewis release benchmark policy updates for 2026

President Donald Trump has issued an Executive Order 14366, “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors,” which could significantly impact the policies and practices of Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two major proxy advisory firms in the United States.

Released on…

Continue Reading Trump Administration issues Executive Order affecting proxy advisory firms: Top points

For more than five decades, a significant advantage of “Foreign Private Issuer” (FPI) status was the exemption from the beneficial ownership reporting requirements and short-swing profit rules of Section 16 of the Securities Exchange Act of 1934 (Exchange Act). That era has now ended.

On December 18, 2025, the Holding…

Continue Reading End of an era: FPIs now subject to Section 16 reporting, new requirements