Jenna Fontenot

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As discussed in this prior blog, on December 18, 2025, the Holding Foreign Insiders Accountable Act (HFIAA) removed the exemption from reporting under Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act), as amended, for foreign private issuers (FPIs). 

On March 5, 2026, the United States Securities…

Continue Reading SEC provides exemptive relief and issues final rules codifying Holding Foreign Insiders Accountable Act Section 16 reporting for directors and officers of foreign private issuers

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

As discussed in our prior blog posts, on June 4, 2025, the US Securities and Exchange Commission (Commission) published a concept release (Release) soliciting comments on whether to revise the definition of “foreign private issuer” (FPI) under Commission rules in light of considerable changes to the FPI population over the…

Continue Reading The Commission’s analysis of recent developments in the FPI population

As discussed in our prior blog post, the US Securities and Exchange Commission (Commission) recently issued a concept release (Release) aiming to gather input on whether the criteria for designation as a foreign private issuer (FPI) should be reevaluated in light of changes to the FPI population in recent…

Continue Reading Current state of play for foreign private issuers

As discussed at an open meeting held on June 4, 2025, the US Securities and Exchange Commission (Commission) published a concept release (Release) soliciting comments on whether to revise the definition of “foreign private issuer” (FPI) under Commission rules in light of considerable changes to the FPI population over the…

Continue Reading Time to reassess the definition of a foreign private issuer?

The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders. Released on February 11, 2025, this C&DI focuses on the eligibility criteria for reporting beneficial ownership on Schedule 13G compared to Schedule…

Continue Reading To control or not to control: SEC issues new guidance impacting Schedule 13G filers

Companies seeking to raise capital through a public offering are encouraged to note the US Securities and Exchange Commission (SEC)’s announcement on March 3, 2025 that the staff of the Division of Corporation Finance (SEC staff) has augmented the accommodations available for entities submitting draft registration statements for nonpublic review…

Continue Reading SEC expands confidential review process to facilitate capital formation

In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is intended to clarify the views of the SEC staff (Staff) on the…

Continue Reading Shareholder proposals – the great reset again! (Part 2)

The staff of the US Securities and Exchange Commission (SEC) rescinded prior Staff Legal Bulletin 14L (SLB 14L) and issued Staff Legal Bulletin 14M (SLB 14M) on February 12, 2025. SLB 14M is intended to clarify the views of the SEC staff (Staff) on the scope and application of Rule…

Continue Reading Shareholder proposals – the great reset again!

It may now be more difficult to use the exempt solicitation process as a messaging tool. As one of the first acts of the new US Securities and Exchange Commission (SEC) Administration, the staff of the SEC revised certain Compliance and Disclosure Interpretations (C&DIs) related to the use of Notice…

Continue Reading Notice of Exempt Solicitations are under scrutiny