SEC Adopts Final Rules and Issues FAQs for the Holding Foreign Insiders Accountable Act

Foreign Private Issuer, SEC News

The Holding Foreign Insiders Accountable Act requires directors and officers of foreign private issuers to file Section 16 reports to disclose their share ownership and transactions.  This reporting requirement is effective as of March 18, 2026.  On February 27, 2026, the SEC adopted Final Rules to implement this requirement.  You can read more and find links to the Final Rules in this Press Release.

On March 9, 2026, CorpFin issued responses to a number of frequently asked questions (FAQs) about this new requirement.  The FAQs address issues including the requirement that all reports must be filed on EDGAR and various deadline details.

As a reminder, it is appropriate to obtain EDGAR IDs for all affected persons well in advance of the March 18, 2026, filing effective date.

As always, your thoughts and comments are welcome!

An Example from the SEC’s “Statistics and Data Visualizations” Webpage

SEC News

As we discussed in this blog post, on August 13, 2025, the SEC published a new webpage that provides a wealth of information about capital market transactions, participants, activity and investors.  As an example, included in the data visualizations is this graph about IPOs:

Underlying the graph is a tabular presentation that further breaks down the underlying data.  The image below is a portion of this table:

As always, your thoughts and comments are welcome!

“Coming Attractions” from CorpFin

SEC News

With SEC Chairman Paul Atkins’ remarks that it is “a new day at the SEC,” reporting companies and their advisors have been waiting to see exactly what this new day will entail.  Chair Atkins has delivered numerous speeches about his priorities, most recently in this “Testimony Before the U.S. Senate Committee on Banking, Housing, and Urban Affairs” on February 12, 2026, and his “Remarks at the Texas A&M School of Corporate Law Symposium” on February 17, 2026.

On February 13, 2026, CorpFin Division Director James Moloney published a Statement titled “Coming Attractions From the Division of Corporation Finance” to shed more light on the Division’s priorities.  His Statement addresses areas including crypto assets, Regulation S-K, semiannual reporting, FPI issues, updating staff guidance, the disclosure review process, and shareholder proposals.  Clearly, these new days will be busy days for both the Commission and reporting companies!

As always, your thoughts and comments are welcome!

More Updated C&DIs

SEC News

On January 23, 2026, continuing its process of updating C&DIs, CorpFin announced three additional sets of revisions and withdrawals.  This first announcement addresses a number of C&DIs related to Securities Act issues, including delayed or continuous offerings and abandoned offerings.  A number of proxy and tender offer related issues are addressed in this second announcement.  CorpFin’s third announcement addresses executive compensation disclosures in a spin-off transaction setting.

As always, your thoughts and comments are welcome.

A New Day at the SEC for Regulation S-K

SEC Hot Topic, SEC News

On January 13, 2026, SEC Chairman Paul S. Atkins issued a Statement titled “Statement on Reforming Regulation S-K.”  In his Statement Chairman Atkins notes:

“Over the past forty-plus years, that repository (Regulation S-K) has grown from the size of a gym locker to the size of an artificial-intelligence data center. Today, the disclosure that companies provide in response to the myriad requirements of Regulation S-K does not always reflect information that a reasonable investor would consider important in making an investment or voting decision.”

Chairman Atkins has instructed the Division of Corporation Finance to conduct a comprehensive review of the disclosure requirements in Regulation S-K.  The roundtable addressing executive compensation disclosure was a first step in this process.  The staff is now moving its focus to other Regulation S-K disclosure requirements and comments are requested by April 13, 2026.

The Statement includes information about how to submit comments electronically or in writing.

As always, your thoughts and comments are welcome.

A Workshop for Foreign Private Issuers and Their Advisors

Form 20-F, FPI, SECI News

Foreign private issuer (FPI) reporting is a hot topic in the world of SEC reporting.  Congress recently enacted the Holding Foreign Issuers Accountable Act requiring directors and officers of FPIs to comply with Section 16(a) reporting requirements.  These individuals will be required to file Forms 3, 4 and 5 starting on March 18, 2026.  In addition, as discussed in this Concept Release, the SEC is reconsidering the FPI definition.  Possible changes may result in some companies losing their FPI status and being required to transition to the domestic registrant reporting regimen.

To help FPIs and their advisors prepare for these and other possible changes, our Form 20-F and Foreign Private Issuer In-Depth Workshop will be presented on January 12-13, 2026, at PLI’s New York Conference Center.  You can attend in person or online and learn  more about the workshop here.

As always, your thoughts and comments are welcome!

Chairman Atkins’ Speech – “Revitalizing America’s Markets at 250”

Hot Topic, SEC News

On December 2, 2025, SEC Chairman Paul S. Atkins delivered a speech at the New York Stock Exchange titled “Revitalizing America’s Markets at 250.”  In his speech he discusses the history of our country and capital markets, addressees the impact of disclosure regulation, and enumerates possible disclosure reforms.

In one section of his remarks Chairman Atkins states:

“Over the years, and particularly over the past two decades, special interest groups, politicians, and—at times—the SEC itself have weaponized the disclosure regime that Congress created for our marketplace, in an effort to advance social and political agendas that stray far from the SEC’s mission of facilitating capital formation; protecting investors; and ensuring fair, orderly, and efficient markets.”

He also states:

“One of my priorities as Chairman is to reform the SEC’s disclosure rules with two goals in mind. First, the SEC must root its disclosure requirements in the concept of financial materiality. Second, these requirements must scale with a company’s size and maturity.”

He then outlines areas for possible reform, including simplifying executive compensation disclosures, scaling disclosure rules based on company size, and expanding the IPO on-ramp.

As always, your thoughts and comments are welcome!

SEC Investor Advisory Committee to Discuss Recommendations for AI Disclosure

Hot Topic, SEC News

On December 4, 2025, at 10:00 a.m. EST, the SEC Investor Advisory Committee (IAC) will hold a virtual public meeting which will include discussion about a draft recommendation to the Commission for disclosure by companies about their use of artificial intelligence.  The draft recommendation would require issuers to:

  • Adopt a definition of “artificial Intelligence”,
  • Disclose board oversight mechanisms, if any, for overseeing the deployment of AI, and
  • Report on how issuers are deploying AI and, if material, the effects of AI deployment on internal business operations, and consumer facing matters.

The meeting will be webcast live on the SEC’s website.  You can find the full agenda for the meeting and learn more in this Press Release.

Semiannual Versus Quarterly Reporting – A Bit of History and Perhaps Perspective

SEC Hot Topic, SEC News

Quarterly versus semiannual reporting is a hot topic in the world of SEC reporting.  While there has been no official regulatory action, semiannual reporting has been mentioned and discussed by SEC officials in a number of settings.

The discussion today, however, is not the first focused on this issue.  In the 1950s and 1960s, U.S. public companies reported semi-annually.  It was not until 1970 when quarterly reporting was first required.  In 2018 and 2019, as part of a process to consider returning to semiannual reporting, the SEC issued a formal Request for Comment and received a number of comment letters.  These documents provide a bit of context and enumerate a number of considerations that will likely be relevant for this current discussion.

As always, your thoughts and comments are welcome!