SEC Issues Exemptive Order And Technical Guidance On The Holding Foreign Insiders Accountable Act
In February 2026, the SEC issued an Exemptive Order and a comprehensive set of Frequently Asked Questions (FAQs) as part of its ongoing implementation of the Holding Foreign Insiders Accountable Act (“HFIAA”). The HFIAA expands insider reporting obligations under Section 16(a) of the Securities Exchange Act to officers and directors of foreign private issuers (“FPIs”). For a detailed description of the HFIAA and a useful checklist for its use, see HERE.
As allowed by the HFIAA the exemptive order exempts certain persons from the new requirements where they are subject to the laws of a foreign jurisdiction that apply substantially similar requirements to such person. While the default requirement is that FPI insiders must file Forms 3, 4, and 5 via EDGAR beginning March 18, 2026, the new Exemptive Order provides a specific, conditional path for insiders in certain jurisdictions to avoid duplicative filings.
Background Section 16(a)
Section 16(a) of the Exchange Act is designed to provide
