Sanjay Shirodkar

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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

By Era Anagnosti, Sanjay Shirodkar, Ron Llewellyn, Gina Lee & Jenna Fontenot on March 9, 2026

Posted in Foreign private issuers, SEC reporting, SEC rulemaking

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…

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

By Sanjay Shirodkar, Keith Ranta, Rita Patel & Gina Lee on February 2, 2026

Posted in Executive compensation, Foreign private issuers, SEC reporting

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…

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

By Sanjay Shirodkar, Era Anagnosti, Amanda Maki, Ron Llewellyn, Gina Lee & Jenna Fontenot on December 23, 2025

Posted in Foreign private issuers, SEC reporting

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…

SEC Division of Corporation Finance announces significant change to shareholder proposal no-action process for upcoming proxy season

By Era Anagnosti & Sanjay Shirodkar on November 18, 2025

Posted in Annual meetings, Corporate governance, SEC developments, SEC guidance, Shareholder proposals

On November 17, 2025, the United States Securities and Exchange Commission (SEC)’s Division of Corporation Finance announced that it would significantly curtail its review of no-action submission requests for the upcoming proxy season (October 1, 2025 –September 30, 2026).

According to its statement, the SEC staff will not respond…

SEC signals potentially significant changes to Rule 14a-8 shareholder proposal process

By Era Anagnosti, Sanjay Shirodkar & Ron Llewellyn on October 29, 2025

Posted in Annual meetings, Corporate governance, Proxy disclosure, SEC developments, Shareholder proposals

On October 9, 2025, during a keynote address at the John L. Weinberg Center for Corporate Governance’s 25^th Anniversary Gala, United States Securities and Exchange Commission (SEC) Chairman Paul Atkins suggested that the SEC may be amenable to arguments from Delaware-incorporated companies seeking to exclude precatory shareholder proposals from…

A principles-based model for modern governance: COSO and NACD’s proposed corporate governance framework

By Sanjay Shirodkar, Bianca LaCaille & Katerina Karaoglanova on June 30, 2025

Posted in Compliance, Corporate governance

In May 2025, the Committee of Sponsoring Organizations of the Treadway Commission (COSO), in collaboration with the National Association of Corporate Directors (NACD), released a public exposure draft of a new, principles-based Corporate Governance Framework (CGF). The CGF is not a regulatory proposal; rather, it aims to provide a comprehensive…

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

By Sanjay Shirodkar, Andrew Ledbetter, Gina Lee & Jenna Fontenot on June 24, 2025

Posted in Foreign private issuers, SEC reporting

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…

Current state of play for foreign private issuers

By Sanjay Shirodkar, Andrew Ledbetter, Gina Lee & Jenna Fontenot on June 20, 2025

Posted in Foreign private issuers, SEC reporting, SEC rulemaking

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…

Time to reassess the definition of a foreign private issuer?

By Sanjay Shirodkar, Andrew Ledbetter, Gina Lee & Jenna Fontenot on June 6, 2025

Posted in Foreign private issuers, SEC developments

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…

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

By Era Anagnosti, Sanjay Shirodkar, Rita Patel, Keith Ranta, Michelle Lara & Jenna Fontenot on March 10, 2025

Posted in Annual meetings, Corporate governance, ESG, Proxy voting, SEC developments, Shareholder engagement

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…