Liz Walsh is of Counsel and Jennifer Zepralka is a Partner at Mayer Brown. This post is based on their Mayer Brown memorandum.
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. Subsequently, on March 5, 2026, the SEC published an order granting an exemption from beneficial ownership reporting requirements under Section 16(a) for officers and directors of certain FPIs. This alert addresses the SEC’s rule amendments and the exemptions therefrom, and provides some potential next steps for FPIs to which the reporting requirements will apply.
Performance based awards have long been championed by proxy advisors and investors as the best way to align executive incentives with shareholder outcomes. Performance awards with a three-year performance period have emerged as the dominant performance horizon in the U.S. as a result. Despite this broad market consensus, some investors have begun to show support for simpler equity structures that deemphasize performance in favor of longer time-based equity vesting periods.
