HFIAA

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…

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…