News

Foreign private issuer directors and officers now subject to Exchange Act Section 16(a)

13 January 2026

On December 18, 2025, President Trump signed into law the Holding Foreign Insiders Accountable Act (the Act), which amends Section 16(a) of the Securities Exchange Act of 1934 to require directors and officers of publicly traded foreign private issuers (FPIs) to file with the SEC reports of their ownership of and transactions in the issuer's equity securities. The new reporting requirement becomes effective on March 18, 2026.

The Act effectively rescinds the exemption from Section 16(a) that has existed since 1979 as part of Exchange Act Rule 3a12-3(b). The rule will continue to exempt insiders of FPIs from Sections 16(b) and 16(c) of the Exchange Act, subject to potential SEC rulemaking under authority granted by the Act.

Click here to read our full SEC Update publication.

Authored by Alan Dye (co-editor), Richard Parrino (co-editor), Richard Aftanas, Rupa Briggs, Kevin Greenslade, Jonathan Lewis, Alex Parkhouse, and Stephanie Tang.