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.
Topic: Corporate Governance
Update: Foreign Private Issuer Director & Officer Section 16 Reporting Starts March 18, 2026
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.
Updated Summary of Director Education Opportunities Now Available
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
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.
Post-Shutdown Guidance for Registration Statements: Stay the Course or Get in Line
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
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.
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.
SEC Chairman Atkins Comments on Rule 14a-8 Challenges to Non-Binding Shareholder Proposals, as well as Delaware and Texas Corporate Laws
In a significant dinner speech on October 9, at the John L. Weinberg Center for Corporate Governance, SEC Chairman Atkins signaled the SEC’s willingness to take a step that could significantly alter the landscape for shareholder proposals submitted under Exchange Act Rule 14a-8, by allowing companies (at least, Delaware companies) to exclude precatory/non-binding shareholder proposals. In practice, the vast majority of Rule 14a-8 shareholder proposals are precatory. The speech is available here: SEC.gov | Keynote Address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala
SEC Staff Permits Groundbreaking Retail Shareholder Voting Program To Implement Standing Voting Instructions
In a significant no-action letter issued on September 15, 2025 to Exxon Mobil Corporation, available here, the staff of the SEC’s Division of Corporation Finance (the “SEC Staff”) concurred that the company can implement a groundbreaking “Retail Voting Program” allowing retail shareholders to provide a standing instruction under which in future annual meetings their shares will be voted on an on-going basis as recommended by the company’s board of directors. Although the no-action request was issued to Exxon Mobil, other companies should be able to implement similar programs in reliance on the SEC Staff’s concurrence.
Congratulations to Our Partner Jim Moloney
We, the partners of Gibson Dunn’s Securities Regulation and Corporate Governance Practice Group, are proud to congratulate our friend and colleague James J. Moloney on his appointment as the Director of the Division of Corporation Finance at the Securities and Exchange Commission.
Updated Summary of Director Education Opportunities Now Available
Gibson Dunn’s summary of director education opportunities has been updated as of July 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.