Capital Markets & Securities Law Watch

On March 13, 2026, the staff of the Securities and Exchange Commission (SEC) updated its Holding Foreign Insiders Accountable Act Frequently Asked Questions (FAQs) to provide relief for directors and officers of both foreign private issuers and domestic companies encountering delays with obtaining EDGAR access codes due to the flood of applications received as the March 18, 2026 effective date approaches.

As we discussed in our earlier post, the Holding Foreign Insiders Accountable Act (HFIAA), enacted on December 18, 2025, amended Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) to require directors and officers of foreign private issuers (FPIs) with a class of equity securities registered under Section 12 of the Exchange Act to file Section 16 beneficial ownership reports.

On February 27, 2026, the Securities and Exchange Commission (SEC) adopted a final rule (Release No. 34-104903) (Final Rule) implementing the Holding Foreign Insiders Accountable Act (HFIAA), which was enacted on December 18, 2025 as part of the National Defense Authorization Act for fiscal year 2026.

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.

The U.S. Securities and Exchange Commission (the SEC or Commission) is implementing significant changes to its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system, aimed at modernizing filer access and enhancing cybersecurity protections. On December 27, 2024, the SEC adopted a new rule, EDGAR Filer Access and Account Management (the Rule), to formalize these updates. Effective on March 24, 2025, as part of the SEC’s transition to EDGAR Next, key security enhancements will be implemented to access account management, which include requiring individual account credentials and multi-factor authentication (MFA).

On March 22, 2023, the Securities and Exchange Commission (the SEC) proposed amendments that would require electronically submitting certain filings, including Securities and Exchange Act of 1934 (Exchange Act) forms, eliminating related paper-based filing requirements and compelling the use of XBRL or custom XML for certain submissions.  The affected filings are primarily associated with self-regulatory organizations (SROs), broker-dealers, security-based swap dealers (SBSDs) and major security-based swap participants (MSBSPs).  The SEC stated in its press release that the proposed amendments are designed to modernize the SEC’s information collection and analysis methods and are intended to build upon the success of electronic filing relief implemented during the COVID-19 pandemic.  

On October 13, 2022, the latest version of the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system Filer Manual, Volume II was published in the Federal Register. The publication triggered a six-month transition period after which the Securities and Exchange Commission (SEC) will require the electronic filing of Forms 144 with respect to securities issued by an issuer subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934—commonly known as a “public company.”