Capital Markets & Securities Law Watch

On December 18, 2025, as part of the National Defense Authorization Act for fiscal year 2026, the Holding Foreign Insiders Accountable Act (HFIAA) was signed into law. The HFIAA amends Section 16(a) of the Securities Exchange Act of 1934 to require directors and executive officers of foreign private issuers with a class of equity securities registered under Section 12 of the Exchange Act to comply with the same insider reporting rules that apply to U.S. domestic issuers. Beginning in March 2026, covered FPI insiders must publicly disclose their equity ownership and transactions on the same forms used by U.S. issuers—Forms 3, 4, and 5.

On February 10, 2022, the Securities and Exchange Commission announced new proposals to amend the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.