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For decades, U.S. securities regulation treated foreign private issuers (“FPIs”) with ‘home country deference,’ offering accommodations based on the premise that robust local oversight rendered many U.S. requirements duplicative. Over time, however, that premise has begun giving way to ‘domestication’: a move to align FPIs with U.S. reporting norms, at least in part based on…

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…

On May 5, 2026, the U.S Securities and Exchange Commission (the “SEC”) published a long-awaited release (the “Proposing Release”) proposing changes to certain rules which, if adopted, will allow (but not require) registrants to file semiannual reports on new Form 10-S in lieu of quarterly reports on Form 10-Q to meet their interim reporting obligations…

Today, the Securities and Exchange Commission (the “SEC”) proposed a rule and form amendments that would allow public companies to file semiannual reports to meet their interim reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , as well as related amendments to certain financial…

Previously, the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “Division”) stated in a no-action letter to an Israeli foreign private issuer (a “FPI”)that, in light of the ongoing conflict in the Middle East, it would not recommend enforcement action to the SEC if the directors and officers of such FPI do…

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 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…

March 17, 2026 Update: Implementation and enforcement of the Fair Investment Practices by Venture Capital Companies Law (“FIPVCC”) will be suspended pending completion of rulemaking and until final regulations are in place.  California Department of Financial Protection and Innovation (“DFPI”) will not require covered entities to submit further registrations or file reports by the April
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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…