For a company to be eligible to trade on a United States ‘national securities exchange’, such as the New York Stock Exchange or Nasdaq Stock Market, it must register that class of securities (either debt or equity) with the U.S. Securities and Exchange Commission (the ‘SEC’) under Section 12(b) of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’). By registering securities under Section 12(b) of the Exchange Act, a company becomes subject to the periodic and current reporting requirements of Section 13(a) of the Exchange Act.
Prior to 18 March 2026, directors1 and officers2 of foreign private issuers (‘FPIs’)3 were not subject to the insider reporting requirements under Section 16 of the Exchange Act. On 18 December 2025, the Holding Foreign Insiders Accountable Act (the ‘HFIAA’) was signed into law and, on 27 February 2026, the SEC adopted the final rule to conform rules and forms under Section 16(a) of the Exchange Act to the requirements of the HFIAA, which require all directors and officers of FPIs to file beneficial ownership reports (as further discussed below), regardless of their percentage of beneficial ownership in an FPI4.
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1 The Exchange Act Section 3(a)(7) defines ‘director’ as ‘any director of a corporation or any person performing similar functions with respect to any organization, whether incorporated or unincorporated’. 15 U.S.C. §78c(a)(7) (2018).
2 The Rule 16a-1(f) of the Exchange Act defines ‘officer’ as ‘an issuer’s president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president of the issuer in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the issuer’. 17 C.F.R. §240.16a-1(f) (2024).
3 A Foreign Private Issuer is any foreign issuer desiring to raise capital in the US, unless: (1) more than 50 percent of the issuer’s outstanding voting securities are held directly or indirectly by residents of the US and (2) any of the following applies: (i) the majority of the issuer’s executive officers or directors are US citizens or residents, (ii) more than 50 percent of the issuer’s assets are located in the US or (iii) the issuer’s business is administered principally in the US. See 17 C.F.R. §240.3b-4 (2024).
4 Holding Foreign Insiders Accountable Act Disclosure, Exchange Act Release No. 34-104903 (Feb. 27, 2026).
