According to the National Law Review, the U.S. Securities and Exchange Commission (SEC) has issued a limited exemption from certain Section 16(a) reporting requirements for directors and officers of some foreign private issuers (FPIs), providing targeted regulatory relief following recent legislative changes.
The exemption follows the Holding Foreign Insiders Accountable Act (HFIAA), which extended Section 16(a) beneficial ownership reporting obligations under the Securities Exchange Act of 1934 to directors and officers of FPIs. Section 16(a) generally requires corporate insiders to publicly report their holdings and transactions in company securities to promote transparency and protect investors.
Under an order issued March 5, 2026, the SEC granted relief to directors and officers of FPIs incorporated or organized in specific “qualifying jurisdictions” if they are already subject to comparable insider reporting rules in those jurisdictions. The qualifying jurisdictions include Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland, and the United Kingdom.
To qualify for the exemption, insiders must file reports under their home jurisdiction’s applicable reporting framework, and those filings must be publicly available in English within two business days of being posted. If the reports are not published in English through a regulatory database, the issuer must make them available in English on the company’s website.
The SEC stated that the purpose of the order is to avoid duplicative regulatory filings while still ensuring that investors have access to timely and transparent information about insider transactions.
However, the exemption is not automatic for all foreign private issuers. Companies must both be incorporated in a qualifying jurisdiction and be subject to one of the designated “qualifying regulations,” such as Canada’s insider reporting rules, the European Union Market Abuse Regulation, the United Kingdom Market Abuse Regulation, or comparable frameworks in Chile, South Korea, and Switzerland.
Directors and officers of FPIs that do not meet these criteria remain subject to the new Section 16(a) reporting requirements beginning March 18, 2026, unless further regulatory relief is granted.
Because eligibility depends on both jurisdiction and regulatory framework, companies may need to conduct case-by-case assessments to determine whether they qualify for the exemption.