On March 5, 2026, the Securities and Exchange Commission issued an order exempting directors and officers of certain foreign private issuers from the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as extended by the Holding Foreign Insiders Accountable Act.[1] The exemption from reporting will be available for directors and officers of foreign private issuers incorporated or organized in a qualifying jurisdiction who are subject to the qualifying regulations (requiring reporting of securities transactions by insiders) of any of those qualifying jurisdictions.
The qualifying jurisdictions and qualifying regulations of each are set forth below:
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Canada: National Instrument 55-104 – Insider Reporting Requirements and Exemptions (supported by National Instrument 55-102 – System for Electronic Disclosure by Insiders (SEDI) and companion policies)
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Chile: Articles 12, 17, and 20 of the Chilean Securities Market Law (Ley de Mercado de Valores, Ley No. 18,045) and General Rule (Norma de Carácter General) No. 269
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European Economic Area: Article 19 of the European Union Market Abuse Regulation (Regulation (EU) No. 596/2014, as amended by Regulation (EU) No. 2024/2809) (including, as applicable, implementing legislation and regulations adopted by the European Union’s member states) and as incorporated into the domestic law of each European Economic Area state
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Republic of Korea: Article 173 of the Republic of Korea Financial Investment Services and Capital Markets Act and Article 200 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act
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Switzerland: Article 56 of the Listing Rules and implementing directives of SIX Swiss Exchange as approved by the Swiss Financial Market Supervisory Authority
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United Kingdom: Article 19 of the United Kingdom Market Abuse Regulation (Regulation (EU) No. 596/2014), as it forms part of United Kingdom domestic law pursuant to the European Union (Withdrawal) Act 2018
In its exemptive order, the Commission noted that any director or officer seeking to rely on the exemption (1) must report their transactions in the issuer’s securities as set forth under the qualifying regulation and (2) if such report is not in English, it must be made available in English to the general public within no more than two business days of its public posting (publishing it on the issuer’s website is sufficient).
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[1] For more information, please see our earlier client memoranda, Section 16 Reporting Obligations Extended to Insiders of Foreign Private Issuers and SEC Adopts Final Rules to Implement Section 16 Reporting By Directors and Officers of Foreign Private Issuers.
