Cybersecurity in the investment management industry
Yesterday, Corp Fin posted a set of five FAQs related to the Section 16 obligations that commence on March 18th for insiders of foreign private issuers (those that aren’t exempt)....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
Since it seems like we can’t go a week without new or revised CDIs from Corp Fin – the gift that keeps on giving – of course, we had a few new ones drop on Friday....more
SEC final rule amendments require Section 16 beneficial ownership reporting by directors and officers of foreign private issuers. Key Takeaways Directors and officers of foreign private issuers (FPIs) are now subject to...more
Effective March 18, 2026, officers and directors of foreign private issuers that have securities listed on a U.S. securities exchange or registered with the Securities and Exchange Commission (SEC) (for purposes of this...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
Reminder: Effective March 18, 2026, directors and officers of foreign private issuers (“FPIs”) will become subject to reporting of their beneficial ownership and subsequent changes in beneficial ownership on Forms 3, 4, and 5...more
On February 27, 2026, the US Securities and Exchange Commission (“SEC”) adopted certain rule and form amendments implementing the landmark requirements of the Holding Foreign Insiders Accountable Act (“HIFAA”). ...more
On December 18, 2025, President Trump signed into law the Holding Foreign Insiders Accountable Act (the “HFIAA”), which will terminate an exemption that long enabled directors and officers of foreign private issuers (“FPIs”)...more
Em 18 de dezembro de 2025, o Presidente dos Estados Unidos, Donald Trump, sancionou a lei denominada Holding Foreign Insiders Accountable Act (“HFIAA”), que eliminará uma isenção que, por muitos anos, permitiu que diretores e...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
Following up on Part 1 of this blog that explains what a “preliminary proxy” is – and the first two common mistakes made with them – here are three more common mistakes (as well as a bonus note):...more
With the partial federal government shutdown likely to close the SEC for only a day or two – see this new set of Corp Fin FAQs on the impact of a shutdown, which is essentially the same as the guidance from the last shutdown;...more
The staff of the SEC’s Division of Corporation Finance has announced a significant policy shift in Proxy Rules Revised C&DI Question 126.06 regarding voluntary Notices of Exempt Solicitation under Exchange Act Rule 14a-103. ...more
Last Friday, Corp Fin revised nine CDIs, issued eight new CDIs – and withdrew ten CDIs. A huge shout out to Cooley’s Justin Kisner for the analysis of the CDIs below that are related to the proxy season and deals;...more
On December 18, 2025, the Holding Foreign Insiders Accountable Act (the Act) was enacted as part of the 2026 National Defense Authorization Act. Effective March 18, 2026, the Act eliminates an exemption from the reporting...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 the 2026 National Defense Authorization Act, which includes the Holding Foreign Insiders Accountable Act (the HFIAA), expanding the scope of beneficial ownership reporting...more
On December 18, 2025, the Holding Foreign Insiders Accountable Act (“HFIAA”) was enacted as part of the FY 2026 National Defense Authorization Act. This new law amends Section 16(a) of the Securities Exchange Act of 1934, as...more
The Holding Foreign Insiders Accountable Act (HFIAA), which was signed into law on 18 December 2025, introduces a new compliance requirement for foreign private issuers (FPIs) that historically have not been subject to US...more
On December 18, 2025, President Trump signed into law the National Defense Authorization Act for Fiscal Year 2026. Section 8103 of the act, entitled the “Holding Foreign Insiders Accountable Act” (“HFIAA”), eliminates the...more