The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Mon, 04 May 2026 11:32:09 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Section 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Section 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption https://corpgov.law.harvard.edu/2026/01/18/section-16a-insider-reporting-legislation-ends-foreign-private-issuer-exemption/?utm_source=rss&utm_medium=rss&utm_campaign=section-16a-insider-reporting-legislation-ends-foreign-private-issuer-exemption https://corpgov.law.harvard.edu/2026/01/18/section-16a-insider-reporting-legislation-ends-foreign-private-issuer-exemption/#respond Sun, 18 Jan 2026 12:30:12 +0000 https://corpgov.law.harvard.edu/?p=178611?d=20260117001028EST Posted by Manuel Silva, Sarah Lewis, and Leticia Daruge, Cleary Gottlieb Steen & Hamilton LLP, on Sunday, January 18, 2026
Editor's Note:

Manuel Silva and Sarah Lewis are Partners, and Leticia Daruge is a Law Clerk at Cleary Gottlieb Steen & Hamilton LLP. This post is based on their Cleary Gottlieb memorandum.

On December 18, 2025, the President of the United States signed into law the Holding Foreign Insiders Accountable Act (“HFIAA”), making officers and directors of foreign private issuers (“FPIs”) subject to public reporting of holdings of, and transactions in, the issuers’ equity securities under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The new law will become effective on March 18, 2026.

The HFIAA takes aim at the longstanding exemption from Section 16(a) beneficial ownership reporting requirements under the Exchange Act for insiders of FPIs. Under the new law, officers and directors of FPIs will become subject to the same disclosure regime that currently applies to their domestic issuer counterparts.

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