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.
Section 16 Insider Reporting Requirements Extended to Foreign Private Issuers Directors and Officers
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.
Beginning on March 18, 2026, FPI directors and officers will be required to publicly report their beneficial ownership, and all transactions involving the equity securities of, an FPI that is listed on a U.S. securities exchange or registered with the Securities and Exchange Commission (SEC). As a result, the Section 16(a) insider reporting obligations of FPI directors and officers will, for the first time, largely mirror the insider reporting requirements of directors and officers of U.S. domestic issuers.
In light of the upcoming March 18, 2026 reporting deadline, FPIs should immediately begin evaluating the new Section 16(a) reporting requirements, consider the build out of their Section 16(a) compliance protocols, and should commence educating and assisting their directors and officers, who will be affected by the changes ahead.
Initial Impacts of the Government Shutdown on SEC Operations
Division of Corporation Finance Statements on the Government Shutdown
A partial shutdown of the federal government is on track to occur at 12:01 a.m. ET on Wednesday, October 1, 2025, if Congress is unable to reach agreement on legislation funding the government. The Securities and Exchange Commission (the “SEC”) Division of Corporation Finance (the “Division”) announced today that, after 5:30 p.m. EST, “the Division of Corporation Finance and the Division of Investment Management will not be in a position to act upon any … requests [for effectiveness] until the SEC receives appropriations to fund its operations.” The Division advised that commencing October 1, a limited number of staff would be available to answer questions relating to fee calculations and emergency filing relief and it directed filers needing assistance with such matters to submit a request and contact information to CFEmergency@sec.gov.
SEC Issues Updates to Beneficial Ownership Reporting C&DIs
On July 11, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) announced that it updated certain Compliance and Disclosure Interpretations (“C&DIs”) related to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting. The updated C&DIs, including comparisons to previously issued C&DIs that the SEC provided, have been compiled in Annex A.
Things To Do This Week: Validate EDGAR Codes
Those lucky individuals who are responsible for EDGAR codes (for companies and Section 16 filers) are strongly encouraged to confirm this week that those EDGAR codes, specifically the CCCs (CIK Confirmation Codes) and Passphrases, are both (1) valid AND (2) current. EDGAR codes are valid if they are correct and are current if they have been established or reset since September 2019. Valid and current CCCs and Passphrases will be required to enroll in EDGAR Next via the EDGAR Next dashboard, and after Friday, March 21, the process for obtaining valid and current codes will be more tedious.
SEC Corp Fin Staff Updates Guidance on Lock-Ups, Written Consents and Financing Matters in Tender Offers and Business Combination Transactions
On March 6, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) published several updates to its Compliance and Disclosure Interpretations (“C&DIs”) relating to merger transactions and tender offers. Key updates are set forth below.