SEC Grants Conditional Exemption To Section 16 Reporting For Certain Foreign Private Issuer Insiders

WHAT HAPPENED

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 issuers ("FPIs"), but allowed the SEC to exempt any person or security subject to "substantially similar requirements" in a foreign jurisdiction.

On March 5, 2026, only a week after the SEC amended Exchange Act rules and forms to implement the Section 16(a) reporting requirements, the SEC exercised its exemptive authority and issued an order conditionally exempting directors and officers ("insiders") of certain FPIs. The order applies to insiders of FPIs incorporated or organized in certain jurisdictions, and for which the insiders are subject to certain similar reporting requirements to those of Section 16(a) of the U.S. Securities Exchange Act of 1934, subject to the specific conditions set forth in the order.