Foreign Private Issuers

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On March 13, 2026, the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “Division”) stated in a no-action letter to an Israeli company that it would not recommend enforcement action to the SEC if the directors and officers of the company requesting relief do not file the beneficial ownership reports required by…

On March 12, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) published two new FAQs on the application of the Holding Foreign Insiders Accountable Act to officers and directors of certain foreign private issuers (“FPIs”).  As we have previously discussed, pursuant to the Act, these individuals are required to report their…

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 foreign private issuers (“FPIs”), as required under the Holding Foreign Insiders Accountable Act, which was signed into…

On March 5, 2026, the Securities and Exchange Commission (the “SEC”) published an order granting an exemption from beneficial ownership reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) for officers and directors of certain foreign private issuers (“FPIs”).  As we previously reported here, on February 27, 2026…

On February 27, 2026, more than two weeks in advance of the deadline, the U.S. Securities and Exchange Commission (the “SEC”) adopted final amendments to certain rules and forms under the Securities Exchange Act of 1934 (the “Exchange Act”) to reflect the requirements of the Holding Foreign Insiders Accountable Act (the “HFIAA”).  The HFIAA, and…

The Securities and Exchange Commission today adopted final rules and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable (“HFIA”) Act.

Directors and officers of foreign private issuers, or FPIs, with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the…

On June 4, 2025, the U.S. Securities and Exchange Commission published a Concept Release on Foreign Private Issuer Eligibility soliciting public comment on proposed changes to the definition of foreign private issuer. As of September 10, approximately 70 response letters to the concept release were published on the SEC’s website. This alert summarized the main…

The U.S. government has been steadily tightening rules relating to who can benefit from clean energy incentives.  The One Big Beautiful Bill Act (OBBBA) is the latest step, and it makes one thing crystal clear:  if your company has ties to certain foreign governments, your access to federal tax credits could be at risk and…

On September 4, 2025, the Securities and Exchange Commission’s spring 2025 rulemaking agenda (the “Agenda”) was made publicly available (see here).  Chairman Paul Atkins previewed the Agenda, which widely diverges from the Commission’s fall 2024 rulemaking agenda, in a simultaneously-released statement (the “Statement”), declaring that “[t]he items on the agenda represent the Commission’s renewed…