Beginning on March 18, 2026, pursuant to the Holding Foreign Insiders Accountable Act (the “HFIAA”) officers and directors of foreign private issuers (“FPIs”) were required to comply the beneficial ownership reporting requirements in Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). On March 5, 2026, the Securities and Exchange Commission (the “SEC”) published an order granting an exemption from such beneficial ownership reporting requirements for officers and directors of certain FPIs (the “March Order,” read about it here). On May 20, 2026, the SEC published an additional exemptive order expanding the list of “qualifying jurisdictions” eligible for such exemptive relief to include Australia, India and Singapore.
Pursuant to authority provided to the agency under the HFIAA, the SEC’s orders exempt officers and directors of any FPI that is (i) incorporated or organized in a “qualifying jurisdiction,” and (ii) subject to a “qualifying regulation,” from Section 16(a) reporting requirements. As stated in both orders, “the exemptive relief is available to directors and officers of an FPI that is either (i) incorporated or organized in a qualifying jurisdiction and subject to a qualifying regulation of the same jurisdiction or (ii) incorporated or organized in a qualifying jurisdiction but subject to a qualifying regulation of a different jurisdiction.”
Just like the March Order, the current order also names the “qualifying regulations” for the qualifying jurisdictions, each of which is “substantially similar” to the disclosure requirements of Section 16(a).
The exemptive relief is subject to the same conditions required by the March Order.
Read the order here.