Cybersecurity in the investment management industry
Knowing that the SEC’s EDGAR staff is facing a backlog to process a deluge of Form IDs – which will contribute to delinquencies in the early days for FPIs required to file their Form 3s on March 18th – Corp Fin added these...more
On March 12, 2026, the SEC staff issued two new FAQs related to the Holding Foreign Insiders Accountable Act (HFIA Act). The FAQs noted the HFIA Act requirements are resulting in an unusually large number of EDGAR access...more
On March 5, 2026, the U.S. Securities and Exchange Commission ("SEC") issued an order (the "Exemptive Order") that provides a conditional exemption from the reporting requirements of Section 16(a) of the Securities Exchange...more
On March 9, 2026, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published a short series of FAQs on the timing of initial Section 16(a) reports by directors and officers of certain...more
In our prior client alert, we reported on the enactment of the Holding Foreign Insiders Accountable Act1 (HFIAA), which extends Section 16(a) insider reporting obligations under the Securities Exchange Act of 1934 (Exchange...more
On February 27, 2026, the Securities and Exchange Commission (SEC) issued final rules and form amendments to implement the Holding Foreign Insiders Accountable Act (HFIA Act)....more
On December 18, 2025, President Trump signed into law the Holding Foreign Insiders Accountable Act (“HFIAA”), making officers and directors of foreign private issuers (“FPIs”) subject to public reporting of holdings of, and...more
Recent changes to U.S. securities law will significantly expand insider reporting obligations for directors and officers of Canadian companies that qualify as foreign private issuers (FPIs) with securities registered in the...more
To quote Bill Murray, “Well, it's Groundhog Day... again...” In other words, it is time to revisit what happens with respect to the SEC if the threatened partial shutdown of the U.S. Government comes to pass...more
Our Cooley teams are working with clients to plan ahead for the looming government shutdown. For companies on the verge of the IPO, the staff has informally shared an important pre-shutdown accommodation that we didn’t have...more
As you may recall, the Holding Foreign Insiders Accountable Act (the HFIAA) was signed into law on December 18, 2025. In a nutshell, this means that directors and officers of foreign private issuers whose securities are...more
Institutional investment managers, including venture and private equity funds and other institutional investors, that engage in the short selling of equity securities should be mindful of the Securities and Exchange...more
On December 18, 2025, President Trump signed into law the Holding Foreign Insiders Accountable Act (HFIAA), which eliminates a long-standing exemption that enabled foreign private issuers (FPIs) to avoid insider reporting...more
Pursuant to an Executive Order issued last week and as implemented in accordance with this Office of Personnel Management memorandum, the SEC will be closed from Wednesday, December 24, 2025 through Friday, December 26,...more
Directors and officers of foreign private issuers take note: unless the SEC exempts you, you will be required to report beneficial ownership and transactions in your company’s registered equity securities to the SEC, and your...more
President Trump has signed into law the Holding Foreign Insiders Accountable Act (the "Amendment"), which amends Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") to extend Section 16 "insider"...more
On the heels of the Trump Administration declaring that this Wednesday and Friday will each be considered a federal holiday – in addition to Christmas – the SEC announced that those days will also be deemed a holiday for...more
On December 22, 2025, the U.S. Securities and Exchange Commission announced that the EDGAR system will be closed Wednesday, December 24, 2025, through Friday, December 26, 2025...more
Buried in the National Defense Authorization Act for Fiscal Year 2026, is a rule change that will subject foreign private issuers registered under the Securities Exchange Act of 1934 (Exchange Act) to certain aspects of...more
As I recently blogged, the defense spending bill that has now been passed by both the House and the Senate includes a provision – the “Holding Foreign Insiders Accountable Act” – that President Trump signed into law last...more
The Securities and Exchange Commission’s Division of Corporation Finance updated its government shutdown guidance on October 9, 2025 to provide a more flexible path for initial public offerings (IPOs) and other registered...more
Recently, I blogged about “What the SEC’s Shutdown Means for You.” I didn’t address how the shutdown impacts the onboarding of EDGAR Next – but now that the shutdown has dragged on for two weeks, we can report on some...more
UPDATE: On October 9, 2025, the staff of SEC’s Division of Corporation Finance published updated guidance that provides significant flexibility for companies filing registration statements during the government shutdown. The...more
The federal government shutdown that commenced on October 1, 2025, will significantly limit operations at the Securities and Exchange Commission (“SEC”). During the shutdown, public companies must continue to meet all filing...more
The U.S. federal government officially shut down on October 1, 2025, as lawmakers failed to reach an agreement on federal spending. Many government workers will be on furlough for so long as the shutdown continues, which will...more