SEC Grants Conditional Reporting Relief for Foreign Private Issuers

JD Supra Trade Law

Published March 6th, 2026

Detected March 7th, 2026

Summary

The SEC has issued an exemptive order providing conditional relief from Section 16(a) insider reporting requirements for certain foreign private issuers. This relief applies when insiders are subject to substantially similar reporting obligations in their home jurisdiction, aiming to avoid duplicative filings.

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What changed

The U.S. Securities and Exchange Commission (SEC) has issued an exemptive order (Release No. 34-104931) granting conditional relief from Section 16(a) insider reporting requirements for directors and officers of certain foreign private issuers (FPIs). This relief, effective March 18, 2026, is granted to FPIs whose insiders are subject to comparable insider disclosure regimes in their home jurisdictions, including Canada, Chile, the European Economic Area, Korea, Switzerland, and the United Kingdom. The order requires that insider transactions still be publicly disclosed under local law and accessible in English within two business days, thereby avoiding duplicative U.S. filings while maintaining transparency.

This development is significant for FPIs listed on U.S. exchanges, as it alleviates the burden and cost associated with complying with Section 16(a) reporting requirements when equivalent regulations already exist in their home countries. Compliance officers should review the specific conditions of the exemptive order to determine if their organization's directors and officers qualify for this relief. The primary action required is to ensure that any applicable local law reporting obligations are met and that disclosures are publicly accessible in English within the specified timeframe.

What to do next

Review SEC Exemptive Order Release No. 34-104931 to determine eligibility for Section 16(a) reporting relief.
Ensure compliance with home jurisdiction's insider reporting requirements if qualifying for relief.
Verify that insider transactions are publicly disclosed under local law and accessible in English within two business days.

Source document (simplified)

March 6, 2026

Just In! SEC Issues Order Providing Section 16(a) Relief for Certain Foreign Private Issuers!

Broc Romanek Cooley LLP + Follow Contact LinkedIn Facebook X Send Embed

Here’s a note that Cooley’s Courtney Thorne posted on LinkedIn yesterday: “Less than an hour ago, the SEC issued an exemptive order – Release No. 34-104931 – granting conditional relief from the Section 16(a) insider reporting requirements for directors and officers of certain foreign private issuers that commence on March 18th.

We at Team Cooley LLP (led by the incredible Reid Hooper on this initiative) have been speaking regularly with the SEC about this issue on behalf of our clients, knowing the time and cost of the impact of the recent rule change.

I am pleased to report that through this order, the SEC recognized many jurisdictions already have comparable insider disclosure regimes, and provides an exemption for companies where equivalent reporting requirements exist.

As someone who works every day with ex-US companies listed on the US exchange, this is the right result for companies as well as investors.

? Key takeaways:
• Directors and officers of qualifying FPIs may be exempt from U.S. Section 16(a) filings
• Relief applies when insiders are subject to substantially similar reporting obligations in their home jurisdiction
• Covered jurisdictions include Canada, Chile, the European Economic Area, Korea, Switzerland, and the United Kingdom
• Insider transactions must still be publicly disclosed under local law and accessible in English within two business days

? The order aims to avoid duplicative regulatory filings while maintaining transparency for investors.”

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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