Overview
- The SEC’s March 5, 2026 order conditionally exempts directors and officers of certain foreign private issuers from new Section 16(a) reporting.
- Relief applies only to FPIs incorporated or organized in Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland, or the United Kingdom and subject to a qualifying regulation.
- Qualifying regimes include Canada’s NI 55‑104 with SEDI, EU MAR with member‑state implementing laws, UK MAR, Chilean Securities Market Law provisions, Korea’s Financial Investment Services and Capital Markets Act, and SIX Swiss Exchange listing rules.
- Eligibility turns on the issuer’s place of incorporation rather than listing location, permits limited mix‑and‑match of incorporation and regulation, and ceases if the issuer redomiciles to a non‑qualifying jurisdiction.
- Reports must be publicly available in English within two business days or posted in English on the issuer’s website, and insiders not covered must begin filing Forms 3, 4, and 5 on March 18, 2026.