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On May 20, 2026, the U.S. Securities and Exchange Commission issued an exemptive order relieving directors and officers of certain foreign private issuers (FPIs) from the Section 16(a) reporting requirements of the Securities Exchange Act of 1934 (Exchange Act). Building on its March 5, 2026 exemptive order, the Commission again exercised its authority under Exchange Act Section 16(a)(5) to exempt directors and officers of an FPI that is 1) incorporated or organized in a “qualifying jurisdiction” and 2) subject to a “qualifying regulation,” either of the same or of a different qualifying jurisdiction.

As discussed in our previous prior client alert, the Holding Foreign Insiders Accountable Act amended Exchange Act Section 16(a) to require directors and officers of FPIs to file beneficial ownership and transaction reports for their equity securities of the FPI beginning March 18, 2026. The SEC’s March 5 order (discussed here) identified Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland, and the United Kingdom, as qualifying jurisdictions.

In its May 20 order, the SEC expanded the list of qualifying jurisdictions (and corresponding qualifying regulations) to include Australia, India, and Singapore. Consistent with the SEC’s March 5 order, the exemption is subject to two principal conditions:

  • Directors and officers, as defined in Exchange Act Section 3(a)(7) and Rule 16a-1(f), respectively, must report their transactions in the FPI’s securities according to the applicable qualifying regulation.
  • Reports filed pursuant to a qualifying regulation must be available in English to the public within no more than two business days of its public posting. If an English version cannot be filed through the appropriate regulator or listing venue, then the report could be made available on the FPI’s website.

FPIs organized or incorporated in the qualifying jurisdictions and subject to a qualifying regulation should consider whether the exemption would apply, thus potentially alleviating the obligation to file Section 16 reports.