On Dec. 18, 2025, President Donald Trump signed the National Defense Authorization Act for Fiscal Year 2026 (NDAA) into law. The NDAA includes Section 8103, the Holding Foreign Insiders Accountable Act (HFIAA), which abolishes certain of the current exemptions for securities of foreign private issuers (FPIs) from compliance with certain provisions of the Securities Exchange Act of 1934 (Exchange Act). The HFIAA takes aim specifically at the exemption from the reporting requirements under Section 16(a) of the Exchange Act, pursuant to which directors and officers of FPIs will be required to file insider beneficial ownership and transaction reports covering equity securities of that consistent with the current disclosure regime for U.S. domestic issuers. The new law will take effect March 18, 2026.
Congress Abolishes Certain Exemptions for Foreign Private Issuers; Will Now Require Compliance with Section 16(a) Beneficial Ownership Reporting For Directors and Officers
