- videocam Live Webinar with Live Q&A
- calendar_month March 17, 2026 @ 1:00 p.m. ET./10:00 a.m. PT
- signal_cellular_alt Intermediate
- card_travel Banking and Finance
- schedule 90 minutes
Foreign Private Issuers’ D&Os Now Subject to Sec. 16(a) Insider Reporting: Compliance Burdens, Timing, Practical Implications
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About the Course
Introduction
This CLE course will discuss the recent amendments to Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act), which extend the reporting obligations of certain directors and officers of foreign private issuers (FPIs). The panel will review the new insider reporting obligations for FPI directors and officers, the practical implications and considerations of these new requirements, exemptions from reporting, and next steps for FPIs to ensure compliance with this new regulatory framework.
Description
Beginning Mar. 18, 2026, directors and officers of FPIs with securities listed on a U.S. securities exchange or registered with the SEC will be required to publicly report their equity holdings and transactions in company securities pursuant to Section 16(a) of the Exchange Act. These new reporting requirements for FPIs are a result of Congress' passage of the National Defense Authorization Act for Fiscal Year 2026 (NDAA), which was signed into law on Dec. 18, 2025.
Officers and directors of FPIs previously enjoyed an exemption from the Sec. 16(a) insider reporting obligations, which has now been revoked. The new law requires directors and officers of FPIs to report their holdings of, and transactions in, company equity securities within strict prescribed time periods.
Exempted from the new reporting requirements are beneficial owners of more than 10% of an FPI's securities. Also, the NDAA did not impose Section 16(b) "short-swing" profit-disgorgement liability or Section 16(c) short-sale restrictions on FPI directors and officers.
The new amendments to Section 16(a) will greatly increase the compliance burdens for FPIs and their officers and directors by imposing individualized, nearly real time reporting of securities holdings and transactions. Therefore, it is imperative that counsel understand the scope and practical implications of these new rules to effectively advise clients on compliance with these new requirements.
Listen as our authoritative panel examines the scope and implications of the new regulatory framework governing FPIs and provides practical guidance for preparing clients for Section 16(a) compliance.
Presented By
Mr. Bartz advises clients in all aspects of corporate and securities law, with an emphasis on capital markets transactions, securities regulation, and corporate governance. He has experience representing both issuers and investment banks in a wide range of capital markets transactions, including initial public offerings, follow-on offerings, public and private offerings of debt and equity securities, and tender offerings. Mr. Bartz’ practice also includes M&As and other general corporate matters, including Exchange Act reporting and corporate governance and compliance matters, including insider reporting and compliance with the rules of the New York Stock Exchange and Nasdaq. Mr. Bartz has counseled and represented companies involved in a broad array of industries, including financial services, international shipping, food distribution, and the energy industry, including exploration and production companies, master limited partnerships, pipeline joint ventures, and oilfield services companies.
Ms. Hubben advises public companies on capital-raising transactions, SEC reporting and corporate governance. She also counsels public and private companies on a broad range of executive compensation and equity compensation arrangements and programs, including equity and incentive plans and related tax, corporate and securities law concerns. Ms. Hubben represents issuers in IPOs, de-SPAC and reverse merger transactions, follow-on public offerings, ATM offerings, registered directs and PIPEs. She also has experience representing buyers and sellers in mergers and acquisitions, spinoffs and private equity investments. As part of her practice advising public companies, Ms. Hubben helps clients navigate corporate governance and securities compliance obligations, ESG matters, Nasdaq and NYSE listing requirements, proxy advisory firm policies, and rules regarding disclosure of director and executive compensation. She concentrates her practice on the life sciences and technology sectors, including representing pharmaceutical, biotech and medical device companies.
Ms. Reidy counsels both U.S. and foreign companies regarding a broad range of corporate law matters, including corporate governance, securities regulation, securities offerings, mergers and acquisitions and other major corporate transactions. Her experience as a corporate secretary has positioned her as a trusted advisor to senior executive officers, public company boards of directors, and board committees. Ms. Reidy’s approach has been instrumental in helping companies achieve their business goals. She regularly advises companies on SEC reporting, national securities exchange (NYSE and NASDAQ) listings and compliance, and public and private offerings of equity and debt securities. She also guides clients on compliance with legal requirements and best practices. Ms. Reidy works with clients across a variety of industries, such as life sciences, technology, energy and renewables, mining, and financial services. Additionally, she advises underwriters and agents on a range of matters.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Tuesday, March 17, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Background on Section 16 and FPIs
II. Scope of the new Section 16(a) reporting requirements and effective date for compliance
III. Who must report under the new Section 16(a) reporting requirements
IV. Reporting obligations, disclosures, and timing
V. Exemptions from reporting
VI. Practical implications of the new Section 16(a) requirements
VII. Steps for FPIs to ensure compliance
VIII. Consequences of noncompliance with the new rules
IX. Guidance from the SEC
X. Practitioner pointers and key takeaways
The panel will explore these and other key considerations:
- What are the new Section 16(a) reporting obligations for FPIs?
- Who is exempted from the new reporting requirements?
- What are the practical implications and next steps for FPIs?
- What are the consequences of noncompliance?
- Has the SEC provided any guidance for FPIs regarding these new reporting obligations?
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