BarbriSFCourseDetails
  • 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 Now Subject to Sec 16(a) Reporting: Compliance Burdens, Timing, Practical Implications

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Discount expires 2/10/26

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About the Course

Introduction

This CLE course will discuss the recent amendments to Section 16(a)(1) 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 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 U.S.-listed companies that qualify as FPIs will be required to publicly report their equity holdings and transactions 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.

Until the recent amendments under the NDAA, FPIs were not subject to the reporting requirements of Section 16(a) unless regulations from their home countries provided otherwise. The new provisions of Section 16(a) require directors, officers, and beneficial owners of more than 10% of a registered class of equity securities to report the amount of all equity securities and derivatives of such securities which the director or officer beneficially owns, as well as subsequent changes in ownership within strict prescribed time periods for so long as the individual is a director or officer of the company. 

Exempted from the new reporting requirements are beneficial owners of more than 10% of an FPI's registered voting equity securities. Also, the NDAA did not impose Section 16(b) "short-swing" profit-disgorgement liability or Section 16(c) short-sale restrictions on FPIs.

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

Lisa R. Reidy
Counsel
Troutman Pepper Locke LLP

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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Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • 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 implications of noncompliance?
  • Has the SEC provided any guidance for FPIs regarding these new reporting obligations?