On February 27, 2026, more than two weeks in advance of the deadline, the U.S. Securities and Exchange Commission (the “SEC”) adopted final amendments to certain rules and forms under the Securities Exchange Act of 1934 (the “Exchange Act”) to reflect the requirements of the Holding Foreign Insiders Accountable Act (the “HFIAA”).  The HFIAA, and the SEC’s related rules, subject officers and directors of foreign private issuers (“FPIs”) to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act, beginning with an obligation to file an initial statement of beneficial ownership on Form 3 no later than March 18, 2026.  Importantly, the SEC’s rule amendments do not go beyond what was required by the HFIAA, providing needed certainty with respect to the scope of this new obligation for insiders of FPIs.  This client alert summarizes the SEC’s rule changes and provides suggestions for FPIs and their insiders as they prepare to comply with the new requirements. 

Continue reading this Legal Update.

In a decision with significant implications for transactions involving controlling stockholders and other conflicted fiduciaries, the Delaware Supreme Court has upheld the constitutionality of a series of amendments to Delaware General Corporation Law (DGCL) §144, enacted in 2025. See Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. February 27, 2026). 

The holding clears the way for boards and parties to such transactions to rely on statutory safe harbors and other limitations on potential liability. The details of amended DGCL §144 are found in our Mayer Brown Legal Update, A Step-by-Step Approach for Boards Evaluating Conflicted Director, Officer, and Controlling Stockholder Transactions Under the Amended Delaware Corporation Law. In brief, amended DGCL §144:

  • Establishes safe harbors that exempt qualifying corporate actions and transactions from claims for equitable relief and damages;
  • Clarifies the definitions of “controlling stockholder” and “control group” and specifies when directors and stockholders are disinterested;
  • Limits monetary damages for duty of care claims against controlling stockholders; and
  • Applies retroactively to most past corporate actions and transactions.

The Delaware General Assembly and governor intended these amendments to clarify and simplify the “cleansing” mechanisms corporate fiduciaries and deal parties could use when approving conflict-of-interest transactions between the corporation and its directors, officers, and controlling stockholders. Over the span of decades, Delaware courts had developed bodies of case law defining when such transactions would be subject to the onerous and fact-intensive “entire fairness” standard of review and when a stockholder exercised “control” over the corporation. These standards were often highly complex, resulted in protracted litigation, and made corporate approvals uncertain.

Soon after its enactment, multiple claimants challenged the constitutionality of DGCL §144, which made its validity unclear. In rejecting these challenges, the Court noted a strong judicial tradition of presuming the constitutionality of legislative enactments and held that the amendments were within the General Assembly’s constitutional authority to modify the DGCL.

The Securities and Exchange Commission today adopted final rules and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable (“HFIA”) Act.

Directors and officers of foreign private issuers, or FPIs, with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must begin disclosing their holdings and transactions in the FPI’s equity securities on March 18, 2026, as we have previously blogged.

The HFIA Act was enacted on December 18, 2025.  It amended Section 16(a) of the Exchange Act.  The amendment requires directors and officers of an Exchange Act-reporting FPI, but not 10 percent holders, to file Section 16 reports electronically and in English. The SEC’s final rule amendments revise the relevant rules and forms.  The SEC’s final rules confirm that the HFIA Act does not apply to 10 percent holders, which had been a point of concern. 

The Chair of the SEC noted in his remarks that in enacting the HFIA Act, Congress recognized the possibility that some foreign laws may already impose substantially similar requirements on executives and gave the Commission authority to exempt persons, securities, or transactions from the HFIA Act’s requirements.  The Chair stated that the SEC staff is “actively evaluating whether it will recommend that the Commission exercise this exemptive authority.”

Here is a link to the final rules: https://www.sec.gov/files/rules/final/2026/34-104903.pdf.

A Legal Update will follow shortly. 

Please stay tuned for information regarding a short webcast updating FPIs on compliance.

Venture capital companies with a nexus to California should be aware of new reporting requirements that become effective on March 1, 2026.  The reporting requirements stem from California’s Fair Investment Practices by Venture Capital Companies Law, and are intended to help the state gather demographic information about the business in which these venture capital companies invest, as well as data about the size of such investments.

Specifically, the new requirements will apply to venture capital companies meeting the definition of “Covered Entity,” which is broadly defined as follows: the venture capital company (1) is primarily engaged in the business of investing in, or providing financing to, startup, early-stage, or emerging growth companies, and (2) meets any of the following criteria: (A) is headquartered in California, (B) has a significant presence or operational office in California, (C) makes venture capital investments in businesses located in, or that have significant operations in, California or (D) solicits or receives investments from a person who is a resident of California.  Reporting requirements for Covered Entities include:

  • Beginning on March 1, 2026, Covered Entities must register with the California Department of Financial Protection and Innovation (the “DFPI”) in order to provide the DFPI with a point of contact for the Covered Entity.
  • Annually, a Covered Entity must provide to each founding team member of each business in which the Covered Entity invested in during the prior calendar year a voluntary survey.  In the survey, founding team members can opt to report information such as race, gender, and other demographic details.  The DFPI has provided a standard form of survey, linked below, for Covered Entities to distribute to the appropriate founding members. 
  • By April 1, 2026 (and annually thereafter), a Covered Entity must submit the above demographic information on an aggregate basis to the DFPI.  The Covered Entity must also report the number of investments made in businesses primarily founded by diverse founding team members, along with certain other investment-related data; noting that all information in a Covered Entity’s annual report should be anonymized.
  • After April 1, 2026, the above annual reports will be made publicly available on the DFPI’s VCC Reporting Portal, when it is available.

Given that the March 1 compliance date is right around the corner, venture capital companies should determine whether they meet the definition of a Covered Entity; noting that once a venture capital company qualifies as a Covered Entity, surveys must be distributed to all investments and portfolio companies in which it invests, regardless of whether they have a nexus to California.  Covered Entities should also consider their own internal controls and procedures, including (i) providing surveys to founding members of portfolio companies and other investments, (ii) gathering, synthesizing and anonymizing the data, and (iii) accurately reporting all information to the DFPI on a timely basis.  Find more information about the DFCPI’s VCC Reporting program here.  Find the form of DFPI Demographic Data Survey form here.

Earlier this month, Senator Elizabeth Warren, in her capacity as Ranking Member of the Senate Banking, Housing, and Urban Affairs Committee, sent a letter to Securities and Exchange Commission (“SEC”) Chairman Atkins, in response to an executive order titled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors” (the “Executive Order”).  The Executive Order’s stated purpose is to restore public confidence in the proxy advisory industry by promoting accountability, transparency and competition by addressing the substantial power proxy advisors have “to advance and prioritize radical politically-motivated agendas,” including by advancing diversity, equity and inclusion and environmental, social and governance (“DEI and ESG”) initiatives.  As such, the Executive Order directs the SEC to review SEC rules related to proxy advisors and shareholder voting.

Senator Warren’s letter argues that, rather than seeking changes that would bring accountability or transparency to the proxy advisory industry, the Executive Order seeks to undermine investor influence over the management of public companies by asking the SEC to conduct a “sweeping review aimed at unwinding policies designed to help shareholders influence the actions of corporate directors.” Among other things, the Senator points to the Executive Order’s direction that the SEC review, and possibly revise or rescind, Rule 14a-8.

Senator Warren’s letter highlights certain actions that the Executive Order requires of the SEC, and requests that the SEC explain the steps it has taken in furtherance of these.  In addition, the letter asks for information pertaining to the scope and findings of any SEC examinations, in all instances no later than February 25, 2026.  Among other things, Senator Warren highlights the Executive Order’s directions to the SEC to: (i) review all rules, regulations and guidance related to proxy advisors, importantly, including considering revising or rescinding all rules and regulations, including, as noted above, Rule 14a-8, that are inconsistent with the Executive Order; (ii) determine whether proxy advisors should be registered investment advisers under the Investment Advisers Act; (iii) determine whether proxy advisors should be required to provide transparency into certain recommendations and possible conflicts of interest, especially related to DEI and ESG proposals; (iv) determine whether proxy advisors serve as a vehicle for investment advisers to coordinate voting in way that would require such parties report as a “group” under certain Exchange Act provisions; and (v) examine whether registered investment advisers engaging proxy advisors to advise on non-pecuniary factors, including those related to DEI and ESG, is consistent with the fiduciary duties of advisers.

Senator Warren concludes by asking the SEC to explain how compliance with the Executive Order will impact institutional investors’ ability to make “timely, informed voting decisions,” as well as the impact that compliance will have on other agency actions.  The Executive Order can be found here: Protecting American Investors From Foreign-Owned and Politically-Motivated Proxy Advisors executive order. The letter can be found here: Senator Warren February 1, 2026 Letter to Chairman Atkins.

On January 27, 2026, the New York Stock Exchange (“NYSE”) issued its annual listed company guidance, highlighting an important but often overlooked consequence of the Securities and Exchange Commission’s (“SEC”) transition to EDGAR Next: the need for listed companies to add their exchange as a “delegated entity” on the EDGAR Next platform.

Background on EDGAR Next

EDGAR Next became effective on September 15, 2025, replacing the SEC’s legacy password-based filing system with a more secure access management platform.  Under the new system, filers must designate specific individuals as “Account Administrators” who manage their EDGAR accounts and authorize who may file on the filer’s behalf.  Critically, to make a filing on behalf of another filer, an entity must be designated as a “delegated entity” on the EDGAR Next Filer Management dashboard. See our Legal Update and blog post on EDGAR Next for additional details.

The Exchange Delegation Requirement

While most compliance discussions relating to EDGAR Next have focused on delegating filing authority to financial printers, law firms, and other filing agents, the NYSE’s guidance reminds us that stock exchanges should also be added as delegated entities for purposes of Form 8-A filings. The Form 8-A is the short-form registration statement used to register a class of securities under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), typically filed in connection with a listing on a national securities exchange. The exchange files Form 8-A on the issuer’s behalf to effectuate the registration, which triggers ongoing Exchange Act reporting obligations.

The NYSE has provided the following CIK numbers for delegation:

  • NYSE: CIK 0000876661
  • NYSE American: CIK 0001143313
  • NYSE Arca: CIK 0001143362
  • NYSE Texas: CIK 0000876882

Although not discussed in the NYSE’s guidance, this delegation requirement likely extends to Form 25 filings as well. Under Exchange Act Rule 12d2-2, exchanges may file Form 25 to delist securities, and they would need delegated authority to do so under EDGAR Next. Companies listed on Nasdaq and other exchanges should anticipate similar requirements and consult with their stock exchange representative for the applicable CIK numbers.

Practical Takeaway: To avoid filing delays, listed companies should proactively add their exchange as a delegated entity on EDGAR Next before a Form 8-A or Form 25 filing is needed.

Hybrid Seminar: February 26, 2026
5:00 p.m. – 6:00 p.m. ET
Register here.

Litigation risks facing directors, officers, and corporations are inevitable and increasingly complex. What can you do to make your company and yourself more defensible from lawsuits? What protections are available through risk transfer instruments like directors & officers (D&O) insurance and indemnification agreements, and under what conditions do these risk-transfer mechanisms fail? 

This session will be led by insurance experts who will focus on demystifying key D&O insurance concepts, including how things end up working out when things go bad in the real world? And how much should companies be purchasing in limits? Also, what D&O policy exclusions are standard versus traps for the unwary? Please come prepared to ask a lot of questions.

Speakers: Yelena Dunaevsky (SVP, Management and Transactional Liability, Woodruff Sawyer) | Lenin Lopez (SVP, Management Liability, Woodruff Sawyer) | Walker Newell (SVP, Management Liability, Woodruff Sawyer)

An imprecise materiality scrape can significantly expand the scope of a seller’s potential liability for indemnification and fraud claims. In a recent opinion, the Delaware Superior Court, applying a materiality scrape, held that the seller breached its absence of changes representation that no event had occurred that had or reasonably could have an “adverse effect” (as opposed to a material adverse effect) on the acquisition target. This Legal Update examines in detail the Court’s analysis of the purchase agreement and its application of the materiality scrape and discusses considerations for parties when negotiating materiality scrape provisions.

Continue reading this Legal Update.

Effective March 18, 2026, foreign private issuers, or FPIs, will be subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934.  Below, we outline what this means for FPIs, their officer and directors, and how you can get ready to comply.

What are Foreign Private Issuers?

FPIs are non-U.S. companies with shares that are listed on a U.S. exchange with most of their share ownership, management, and/or assets outside the United States.[1]

Will all FPIs be Subject to Section 16(a) Reporting?

The reporting requirement goes into effect on March 18, 2026, without any requirement that the Securities and Exchange Commission, or SEC, amend its rules.  While the SEC has the ability to create exemptions from the reporting requirements, FPIs should not assume that it will provide any such exemptions prior to the effective date, if at all, and therefore should begin preparing to comply as soon as possible.

Who are an FPI’s Section 16 Reporting Persons?

All of an FPI’s directors will be Section 16 reporting persons.  In addition, all of an FPI’s executive officers, plus certain other officers (depending on their role in the company) will also be Section 16 reporting persons.

OfficersDirectors
PresidentAll members of the board of directors, whether or not they are employees
Principal financial officer
Principal accounting officer or controller
Any vice president in charge of a principal business unit, division, or function (i.e., sales, administration, or finance)
Any other officer (including an officer of a subsidiary) or other person who performs similar policy-making functions

Practice Tip: Boards of directors are tasked with determining the identity of an issuer’s Section 16 reporting persons.  In doing so, an individual’s function and role are more determinative than title.

Practice Tip: While the determination is based on particular facts and circumstances, certain positions like general counsel / chief legal officer are often not considered Section 16 officers. 

Continue reading this blog post.

[1] To determine if an issuer is an FPI, follow the steps below:

  • Step 1: If the issuer is organized under a non-U.S. law, proceed to Step 2. If it is a U.S.-organized issuer, it cannot be an FPI.
  • Step 2: Based on a “reasonable inquiry,” determine whether U.S. residents hold more than 50% of the issuer’s outstanding voting securities. If U.S. residents hold 50% or less, the issuer is an FPI. If more than 50%, go to Step 3.
  • Step 3: If U.S. residents hold more than 50% of voting securities, the issuer is an FPI unless any one of the following is true:
    • Board/management test: A majority of executive officers or directors are U.S. citizens or residents.
    • Asset location test: More than 50% of the issuer’s assets are located in the U.S.
    • Administrative test: The business is administered principally in the U.S. (i.e., primary managerial/administrative center is in the U.S.).

Webinar | February 3, 2026
8:30 a.m. – 9:30 a.m. ET
Register here.

Economic and regulatory disruption has intensified financial reporting risk, fraud exposure, and restatement scrutiny raising the bar for board and audit committee oversight. This session highlights where directors should expect heightened risk, the SEC and PCAOB’s current enforcement focus, and what effective board oversight looks like in today’s environment.

In this session, directors gain practical guidance on their role in overseeing internal investigations and restatement situations from engaging early with management and advisors to ensuring timely remediation, appropriate disclosures, and protection of shareholder interests.

Speakers: Michele Meadows (Partner, Financial Reporting Disruptions and Restatement Services Leader, KPMG), Jonathan Zdimal (Partner, Forensics, KPMG)