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…
Since mid-2024, the reincorporation of certain high-profile companies, both public and private, has received a great deal of media attention. Companies, including, among others, Roblox, Dropbox, The Trade Desk, Simon Property Group, Coinbase, Tesla, and Trump Media & Technology Group have opted to move their jurisdictions of incorporation. The majority of these companies moved to…
With each passing day, the 2026 proxy season gets more interesting (and not in a positive way for proxy advisory firms). On December 8, 2025, the Trump administration issued an executive order (the “Executive Order”) addressing the influence that proxy advisors “wield” to promote “radical politically-motivated agendas” (read more here). The Executive Order instructed…
On November 17, 2025, the Divisions of Corporation Finance and Investment Management (together, the “Divisions”) of the U.S. Securities and Exchange Commission (the “SEC”) published a statement (the “Statement”) regarding their respective reviews of requests to exclude shareholder proposals from annual proxy statements under Rule 14a-8 of the Securities Exchange Act of 1934, as amended…
In November 2025, ISS Governance (“ISS”) announced its global Benchmark Proxy Voting Guidelines for shareholder meetings with dates on or after February 1, 2026. Consistent with prior years, the 2026 updates were derived from extensive outreach to institutional investors, companies and other affiliated organizations. According to ISS, its proxy voting guidelines “are guided by the…
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The proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual meeting of shareholders, this is the ideal time to…
Although it may seem early, it is already time to start preparing for the 2026 annual report and proxy season. While many disclosure requirements remain consistent from prior years, there has been a significant shift in the focus of, and discourse relating to, the priorities of the Securities and Exchange Commission. Practitioners started to see…
On November 17, 2025, the Staff of the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance published a new statement (the “Statement”) regarding the review of requests to exclude shareholder proposals by both the Division of Corporation Finance and the Division of Investment Management (together, the “Divisions”) during the 2026 proxy season (including…
