Highlights
- In an order released on March 5, 2026, the U.S. Securities and Exchange Commission (SEC) announced exemptions to its Feb. 27, 2026 order implementing the Holding Foreign Insiders Accountable Act (HFIAA).
- The HFIAA directs officers and directors of foreign private issuers (FPI) to report their holdings of equity securities in the FPI pursuant to Section 16(a) of the Exchange Act.
The March 5, 2026 exempts from the insider reporting requirements of Section 16(a) qualifying directors and officers of FPIs organized in the countries of Canada, Chile, The European Economic Area, South Korea, Switzerland and the United Kingdom.
On Feb. 27, 2026, the SEC adopted amendments to its rules and forms to implement the HFIAA, enacted in December 2025. As discussed in our previous alert, the HFIAA provides that, beginning on March 18, 2026, directors and officers of any FPI with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 (the Exchange Act) must report their holdings of and transactions in the FPI’s equity securities pursuant to Section 16(a) of the Exchange Act.
Although the HFIAA authorizes the SEC to exempt from Section 16(a) reporting the directors and officers of FPIs organized in jurisdictions which the SEC deems to impose requirements substantially similar to Section 16(a), the Feb. 27 release did not list any exempted jurisdictions.
On March 5, 2026, the SEC filled in this regulatory blank. It issued its Order Granting Directors and Officers of Certain Foreign Private Issuers an Exemption from the Filing Requirements of Section 16(a) of the Exchange Act. The March 5 order listed the “Qualifying Jurisdictions” for which directors and officers of FPIs incorporated in those jurisdictions would be exempted from complying with Rule 16(a) reporting requirements. The Qualifying Jurisdictions include the following:
- Canada
- Chile
- The European Economic Area (consisting of 27 EU member states plus Iceland, Liechtenstein, and Norway)
- The Republic of Korea
- Switzerland
- The United Kingdom
The March 5 order then listed the “Qualifying Regulations” from these countries that it deemed to be substantially similar to U.S. laws concerning insider registration.
The exemptive relief is available to directors and officers of an FPI that is either (i) incorporated or organized in a Qualifying Jurisdiction and subject to a Qualifying Regulation of the same jurisdiction or (ii) incorporated or organized in a Qualifying Jurisdiction but subject to a Qualifying Regulation of a different jurisdiction.
The exemption is subject to two conditions:
Any director or officer, as defined in Section 3(a)(7) of the Exchange Act and Rule 16a-1(f), seeking to rely on the exemption must be required to report their transactions in the FPI’s securities as set forth under the Qualifying Regulation to which they are subject. This condition is intended to ensure that any director or officer that does not fall within the defined category of reporting persons under the applicable Qualifying Regulation will still be required to file Section 16(a) reports.
Any report filed pursuant to a Qualifying Regulation is made available in English to the general public within two business days of its public posting.
If all the March 5 order conditions are met, this exemption will relieve directors and officers of FPIs organized in the Qualifying Jurisdictions (as well as their compliance departments, which are often tasked with making Section 16 filings), from having to report their holdings of and transactions in company equity securities on Forms 3 and 4. That said, FPIs and their officers and directors will need to take care to determine if they actually qualify for these exemptions, and indeed, whether their other reporting processes and procedures are compliant with U.S. securities laws.
FPIs from jurisdictions not exempted by the March 5 order should remain hopeful, and vigilant, for future SEC releases, as the SEC signaled that it may add additional jurisdictions to the list of Qualified Jurisdictions.
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