Foreign private issuers

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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

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

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?