Securities Regulation and Corporate Governance Monitor

EDGAR Access Delays and Conditional No-Action Relief for Section 16(a) Filers

March 13, 2026 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Securities Regulation

March 13, 2026 | Posted by Mellissa Campbell Duru; Eric Scarazzo; Marie M. Kwon; Rodrigo Surcan

Topic(s): Capital Markets; Corporate Governance; Disclosure; Securities Regulation

On March 12, 2026, the Staff provided domestic and first-time foreign private issuer Section 16 filers with conditional no-action relief. If Section 16(a) filings cannot be timely made by the March 18, 2026 deadline under the Holding Foreign Insiders Accountable Act due to delays in obtaining EDGAR access, filings can be made by April 1, 2026, provided certain conditions are met. Reproduced below are the updated FAQs.

(6) Question (added on March 12, 2026)

A director or officer of a foreign private issuer with a class of equity securities registered under Section 12 of the Exchange Act submitted a completed Form ID application and related required documents for EDGAR access before March 18, 2026. The person did not receive EDGAR access by March 18, 2026 and was therefore unable to timely file the required Section 16(a) reports. Will the staff recommend enforcement action against the person for the failure to timely file the required Section 16(a) report?

Answer

In light of the unusually large number of Form ID applications submitted as a result of the HFIA Act, the staff will not recommend enforcement action against a director or officer of a foreign private issuer for the untimely filing of a Section 16(a) report caused by lack of EDGAR access as long as:

the person submitted a completed Form ID application and the related required documents before March 18, 2026;
the person did not receive EDGAR access by March 18, 2026; and
the person files the required Section 16(a) report as soon as possible after receiving EDGAR access but in no event later than April 1, 2026.

(7) Question (added on March 12, 2026)

Is the no-action position described in the Answer to Question 6 also available to directors, officers, and beneficial owners of domestic issuers who are unable to make a timely filing of a Section 16(a) report due to the lack of EDGAR access before the filing deadline for the Section 16(a) report?

Answer

Yes. Recognizing the impact of the HFIA Act on the overall processing time for Form ID applications, the no-action position is available to directors, officers, and beneficial owners of domestic issuers, provided the following conditions are met:

the person submitted a completed Form ID application and the related required documents before the filing deadline for the required Section 16(a) report if such deadline is between December 18, 2025 and March 18, 2026;
the person did not receive EDGAR access by the filing deadline for the required Section 16(a) report; and
the person files the required Section 16(a) report as soon as possible after receiving EDGAR access but in no event later than April 1, 2026.

The domestic issuer must identify the affected Section 16(a) report as a late report in its Item 405 of Regulation S-K disclosure of delinquent Section 16(a) filings and can disclose its reliance on this no-action position in its Item 405 disclosure.

Gibson Dunn will continue to monitor developments, including additional FAQs and any potential expansion of exemptive relief based on “substantially similar” foreign reporting regimes. Our lawyers remain available to assist with any questions you may have regarding the interpretation and application of these evolving Section 16 reporting rules.

Thank you to Of Counsels Marie M. Kwon and Rodrigo Surcan for their assistance with this update.

Attention: March 18, 2026 Section 16(a) Reporting for Foreign Private Issuers’ Directors and Officers and Clarifications on Who is Exempt

March 9, 2026 | Posted by Mellissa Campbell Duru; Eric Scarazzo; Marie M. Kwon; Rodrigo Surcan Topic(s): Capital Markets; Corporate Governance; Disclosure; Securities Regulation

On March 5, 2026, the Securities and Exchange Commission (SEC) granted exemptive relief from the upcoming March 18, 2026 Section 16(a) reporting deadline applicable to directors and officers of foreign private issuers (FPIs) organized in a “qualifying jurisdiction,” who are subject to a “qualifying regulation[1]”. See our client alert for more details.

Update: Foreign Private Issuer Director & Officer Section 16 Reporting Starts March 18, 2026

March 2, 2026 | Posted by Eric Scarazzo; Mellissa Campbell Duru; Rodrigo Surcan; Marie M. Kwon Topic(s): Capital Markets; Corporate Governance; Disclosure; Securities Regulation

On February 27, 2026, the Securities and Exchange Commission (SEC) adopted final rules and form amendments implementing the Holding Foreign Insiders Accountable Act (the HFIAA). The HFIAA, signed into law on December 18, 2025 as part of the National Defense Authorization Act for Fiscal Year 2026, amended Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) to extend insider reporting obligations to directors and officers of foreign private issuers (FPIs). Historically, such individuals were exempt from Section 16 reporting. See our prior blog post here for additional background.

The End of (Most) PX14A6G Filings and Other New Proxy/Executive Compensation Interpretations

January 26, 2026 | Posted by Andrew L. Fabens; Gina Hancock; Julia Lapitskaya; Krista P. Hanvey; Mellissa Campbell Duru; Ronald O. Mueller Topic(s): Compensation Committee; Disclosure; Executive Compensation; Proxy Statements and Annual Meetings; Shareholder Proposals

On January 23, 2026, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission issued several new and updated Compliance and Disclosure Interpretations (“C&DIs”). The new C&DIs include guidance related to proxy rules and executive compensation disclosures. Other C&DIs issued the same day address additional matters under the proxy rules, tender offer rules and schedules, and Securities Act matters, which we address in this Client Alert.

Updated Summary of Director Education Opportunities Now Available

January 15, 2026 | Posted by Hillary H. Holmes; Lori Zyskowski; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance; ESG; IPOs; Securities Regulation; Shareholder Proposals

Gibson Dunn’s summary of director education opportunities has been updated as of January 2026. A copy is available at this link. Boards of Directors of public and private companies find this a useful resource as they look for high quality education opportunities.

This quarter’s update to the summary of director education opportunities includes a number of new opportunities as well as updates to the programs offered by organizations that have been included in our prior updates.

Section 16 Insider Reporting Requirements Extended to Foreign Private Issuers Directors and Officers

December 24, 2025 | Posted by Mellissa Campbell Duru; Eric Scarazzo Topic(s): Capital Markets; Corporate Governance; Disclosure; Securities Regulation

Tucked within the National Defense Authorization Act of Fiscal Year 2026 (the NDAA) are the provisions of the Holding Foreign Insiders Accountable Act (the HFIAA). The HFIAA was signed into law on December 18, 2025 and amends Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) to extend Section 16(a) reporting obligations to the directors and officers of foreign private issuers (FPIs). Prior to its enactment, directors and officers of FPIs were exempt from such reporting requirements.

EDGAR Closed December 24, 2025 Through December 26, 2025

December 22, 2025 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Capital Markets; Disclosure; IPOs; Miscellaneous; Registration Statements; Securities Regulation

On December 22, 2025, the SEC announced that the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system will be closed from Wednesday, December 24, 2025 through Friday, December 26, 2025, in observance of the federal holiday. During this time, EDGAR filing websites will not be operational, SEC filings will not be accepted on EDGAR, and EDGAR Filer Support will be closed.

EDGAR operations will resume on Monday, December 29, 2025. The announcement also explained that any SEC filings due on December 24, December 25, or December 26, 2025 will be considered timely if filed on December 29, 2025, EDGAR’s next operational business day.

California Announces It Will Not Enforce Climate-Related Risk Reporting Law (SB 261)

December 2, 2025 | Posted by Ronald O. Mueller; Julia Lapitskaya; Lauren M. Assaf-Holmes Topic(s): Disclosure; Environmental/Climate Change; ESG

As previously reported, California’s SB 261 would have required U.S. companies (public and private), other than insurers, with more than $500 million in annual revenue that do business in California to publish their first climate-related financial risk report on or before January 1, 2026. See California’s Health and Safety Code Section 38533 (as adopted by Senate Bill 261 and subsequently amended).

This is no longer the case:

On November 18, 2025, the U.S. Court of Appeals for the Ninth Circuit enjoined the law pending an appeal by a coalition of leading business organizations challenging its constitutionality in the ongoing legal proceeding. The case is Chamber of Commerce of the United States et al. v. Sanchez et al., No. 25-5327 (9th Cir.).
On December 1, 2025, the California Air Resources Board (“CARB”), the state agency responsible for enforcing SB 261, responded to the injunction by posting an enforcement advisory stating it would not enforce the law “against covered entities for failing to post and submit reports by the January 1, 2026, statutory deadline.” Instead, CARB “will provide further information—including an alternate date for reporting, as appropriate—after the appeal is resolved.”

This advisory resolves any question as to whether the court’s injunction applied only to the parties to the case and their members by stating that all in-scope companies are no longer expected to publish a climate-related risk report by the original January 1, 2026 deadline. CARB has posted a docket and instructions for companies who nonetheless wish to voluntarily submit a report.

Post-Shutdown Guidance for Registration Statements: Stay the Course or Get in Line

November 14, 2025 | Posted by Atma Kabad; Hillary H. Holmes; Andrew L. Fabens; Stewart McDowell; Peter Wardle; Jinhua Zhang Topic(s): Corporate Governance; Securities Regulation

With the U.S. government reopening after a 43-day shutdown, the Securities and Exchange Commission Division of Corporation Finance (the “Division”) issued new Q&As on November 13, 2025 addressing certain post-shutdown issues, including the treatment of pending registration statements and proxy statements that were filed during the shutdown. Importantly, the guidance provides that:

Issuers that filed new or amended registration statements without a delaying amendment during the government shutdown do not need to file an amendment to their registration statements to add a delaying amendment. Those registration statements will still become effective automatically 20 days after the filing date under Section 8(a) of the Securities Act of 1933 (the “Securities Act”).
Issuers that filed new or amended registration statements without a delaying amendment during the government shutdown can still rely on Rule 430A, which provides a basis for companies to launch IPOs with a price range on the cover of their prospectus notwithstanding that the registration statement will become effective automatically.
If an issuer that filed a registration statement without a delaying amendment wishes to have the registration statement declared effective before the automatic 20-day period ends, it will need to file an amendment to its registration statement to include a delaying amendment and request acceleration under Rule 461.
For proxy statements and information statements, companies may proceed to file definitive materials once the 10-day waiting period has passed, even if the preliminary versions were filed during the government shutdown, except if the Division indicated that it would review the filing prior to the government shutdown.

The Division reminded issuers that the liability and anti-fraud provisions of the federal securities laws apply to registration statements that go effective automatically under Section 8(a), and that such issuers must ensure their filings do not contain material misstatements or omissions of material information required to be stated therein or necessary to make the statements therein not misleading. The Division also indicated that it would continue to review filings that were under review or which the Division indicated that it would review prior to the government shutdown in the order in which the filings were received.

The Division indicated that issuers filed over 900 registration statements during the shutdown and that the staff of the Division will review filings in the order in which they were received, suggesting that response times for comment letters, waivers and interpretive requests may initially take longer than usual until the backlog is cleared. Nevertheless, the guidance reflects the SEC’s intent not to impede IPOs and other securities offerings, allowing companies that filed during the shutdown to proceed under multiple paths.

Gibson Dunn’s lawyers are available to assist with any questions you may have regarding the SEC’s latest guidance and related compliance considerations under federal securities laws and regulations.

Updated Summary of Director Education Opportunities Now Available

October 15, 2025 | Posted by Hillary H. Holmes; Lori Zyskowski; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance; ESG; IPOs; Securities Regulation; Shareholder Proposals

Gibson Dunn’s summary of director education opportunities has been updated as of October 2025. A copy is available at this link. Boards of Directors of public and private companies find this a useful resource as they look for high quality education opportunities.