In our February 20, 2026 client alert titled “New Reporting Obligations for Directors and Officers of Foreign Private Issuers,” we outlined the Holding Foreign Insiders Accountable Act (HFIAA) and the new reporting requirements under Section 16(a) of the Exchange Act for the officers and directors of foreign private issuers (“FPIs”) registered with the
New Reporting Obligations for Directors and Officers of Foreign Private Issuers
On December 18, 2025, President Trump signed into law the Holding Foreign Insiders Accountable Act (the “HFIAA”), which will terminate an exemption that long enabled directors and officers of foreign private issuers (“FPIs”) to avoid certain insider reporting obligations under Section 16(a) of the Securities Exchange Act of 1934, as amended
Ping-Pong Match Appears Over: US Companies Apparently Definitively Relieved of Compliance Obligations Under the Corporate Transparency Act
The Corporate Transparency Act (the CTA) requires a range of entities, primarily smaller, unregulated companies, to file reports with FinCen, and arm of the Treasury Department, identifying the entities’ beneficial owners, and the persons who formed the entity. The purpose of the CTA was to aid in the detection of terrorism, money-laundering, and tax evasion.
The Fate of the New U.S. Climate Change Rules Under the New Republican Administration; Certain States are Expected to Ramp Up Their Climate Change Efforts
It is no secret that the incoming Republican Administration has been skeptical of the federal government’s climate change measures, which brings further uncertainty to the SEC’s new climate change rules (the “Rules”). To be sure, there was already uncertainty surrounding litigation in the 8th U.S. Court of Appeals over the Rules’ validity.
The new
UK Listing Rules Reform: Seeking to Boost Competitiveness
Background
On 11 July 2024, the United Kingdom’s Financial Conduct Authority (“FCA”) published its final rules (PS24/6) for a new, simplified and more competitive UK listing regime (the “Rules”).The FCA’s overall aim is to create a more streamlined, disclosure-based listing regime, to help boost the UK’s growth and competitiveness by encouraging
SEC Adopts New SPAC Rules
On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after publication in the Federal Register and will apply to transactions that are ongoing at that time, even if they
SEC Proposes Extensive New Rules Applicable to SPACs and de-SPAC Transactions
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed a set of rules and amendments governing special purpose acquisition companies (“SPACs”) that will, if adopted, impose significant new regulatory hurdles for SPAC-related transactions, as well as expand potential bases for liability. The SEC states that the new rules are intended to increase
SEC Proposes Broad New Climate Change Disclosure Requirements
In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate change on companies as well as management and governance processes to address those impacts. The proposed disclosure rules among other things would amend
SEC Brings Enforcement Action Against Space SPAC for Alleged Misleading Disclosure and Due Diligence Failures
The U.S. Securities and Exchange Commission (“SEC”) has brought an enforcement action against a special purpose acquisition company (“SPAC”) and its major participants, highlighting enhanced regulatory scrutiny of SPACs and underscoring the importance of following appropriate diligence and other practices in the de-SPAC process.
On July 13, 2021, the U.S.
SPAC Disclosures – SEC Focuses in on Conflicts of Interests
On December 22, 2020, the staff of the Securities and Exchange Commission’s Division of Corporation Finance issued new guidance with disclosure considerations for special purpose acquisition companies (“SPACs”). The new guidance is reflected in CF Disclosure Guidance Topic No. 11 (“Topic No. 11”). SPACs, or “blank check companies,” become public reporting companies through initial public