On March 5, 2026, the U.S. Securities and Exchange Commission (“SEC”) issued an order (the “Order”) granting directors and officers of certain foreign private issuers (“FPIs”) an exemption from the insider reporting...more
On February 27, 2026, the SEC adopted final amendments to its rules and forms under the Exchange Act to implement the HFIA Act. As we discussed in our December 2025 alert, the HFIA Act was enacted on December 18, 2025, as...more
On February 27, 2026, the Securities and Exchange Commission (the SEC) adopted final rules to enact the requirements of the Holding Foreign Insiders Accountable Act (HFIA Act). These final rules, which mark a significant...more
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
As previously reported in our advisory, the "Holding Foreign Insiders Accountable Act" (the HFIAA) caused directors and officers of foreign private issuers (FPIs) with equity securities registered under the US Securities...more
If you are unsure whether your current systems truly meet write once, read many (WORM) requirements, you are not alone. How to achieve WORM compliance is often a top concern for those responsible for managing regulated...more
On March 6, 2026, the Division of Corporation Finance at the Securities and Exchange Commission (SEC) issued new and updated Compliance and Disclosure Interpretations (CDIs) for private and foreign companies issuing equity...more
On March 5, 2026, the Securities and Exchange Commission (SEC) issued an order exercising its authority under Section 16(a)(5) of the Exchange Act – added by the Holding Foreign Insiders Accountable Act (HFIA Act) – which...more
As I blogged a while back, the SEC is prioritizing a rulemaking to make quarterly reporting optional in favor of a semi-annual reporting regime. This Cooley Alert – penned by Ali Murata and Michael Bergmann – notes that one...more
The recently enacted Holding Foreign Insiders Accountable (HFIA) Act was designed to make the holdings and transactions of directors and officers of foreign private issuers (FPIs) more transparent. Our Securities Group breaks...more
Under the Holding Foreign Insiders Accountable Act (the “HFIAA”), signed into U.S. law on December 18, 2025, directors and officers of foreign private issuers with a class of equity securities registered on a U.S. national...more
On March 4, 2026, Judge Chad F. Kenney of the United States District Court for the Eastern District of Pennsylvania dismissed with prejudice a putative class action asserting claims against a global pharmaceutical and...more
On March 5, 2026, the U.S. Securities and Exchange Commission (SEC or Commission) issued an exemptive order relieving directors and officers of certain foreign private issuers (FPIs) from the Section 16(a) reporting...more
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...more
On March 5, 2026, the U.S. Securities and Exchange Commission (the “SEC”) issued an exemptive order under Section 16(a)(5) of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”)....more
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
As discussed in our prior post, the Holding Foreign Insiders Accountable Act, adopted on December 18, 2025, eliminated the exemption to the Section 16(a) reporting requirements for directors and officers of foreign private...more
Effective March 18, 2026, the Holding Foreign Insiders Accountable Act (the “HFIA Act”) ends the long-standing exemption from beneficial ownership reporting requirements for officers and directors of Foreign Private Issuers...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
Em nosso alerta para clientes de 20 de fevereiro de 2026, “Obrigações de Reporte para Diretores e Executivos de Emissores Privados Estrangeiros”, apresentamos o Holding Foreign Insiders Accountable Act (“HFIAA”) e os novos...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
SEC Grants Relief Within Days of Filing Deadline - On March 5, 2026, the Securities and Exchange Commission (SEC) issued a final order exempting officers and directors of foreign private issuers (FPIs) incorporated or...more
On March 5, 2026, in advance of the March 18th compliance deadline, the U.S. Securities and Exchange Commission (“SEC”) issued an order granting directors and officers of certain foreign private issuers (“FPIs”) an exemption...more