Companies evaluating the alternatives would need to consider a number of factors addressed in this update, including investor expectations and any reporting obligations under debt agreements.
Securities Regulation
SEC Staff Issues Exemptive Relief Allowing 10-Business Day Equity Tender Offers
It is clear that the exemptive relief will provide public and private companies with significantly more flexibility in the structuring and timing of their transactions.
Updated Summary of Director Education Opportunities Now Available
Gibson Dunn’s summary of director education opportunities has been updated as of April 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.
New Considerations for Reporting Beneficial Ownership by The Vanguard Group in Company Proxy Statements
In June 2025, The Vanguard Group, Inc. (“VGI”) announced plans to establish two wholly owned U.S. investment advisors, Vanguard Capital Management (“VCM”) and Vanguard Portfolio Management (“VPM”), each of which consists of distinct investment management teams and investment stewardship teams to manage various funds. In early January, Vanguard announced that it had completed this internal realignment.
EDGAR Access Delays and Conditional No-Action Relief for Section 16(a) Filers
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.
Attention: March 18, 2026 Section 16(a) Reporting for Foreign Private Issuers’ Directors and Officers and Clarifications on Who is Exempt
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
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.
EDGAR Closed December 24, 2025 Through December 26, 2025
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.