Executive Summary
- What’s new: Directors and officers of foreign private issuers organized and headquartered in Israel or any other foreign jurisdiction in the geographical region directly affected by the Iran War now have until April 20, 2026, to comply with new insider reporting requirements under Section 16(a) of the Exchange Act.
- Why it matters: Prior to the staff granting this temporary relief, directors and officers of these foreign private issuers were required to comply with those reporting obligations by March 18, 2026.
- What to do next: These foreign private issuers should continue assisting their insiders with Section 16(a) reports so they can comply by April 20, 2026.
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On March 13, 2026, in response to a no-action request submitted by Skadden on behalf of a client, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued a no-action letter granting directors and officers (D&Os) of foreign private issuers (FPIs) organized and headquartered in Israel or any other foreign jurisdiction in the geographical region directly affected by the Iran War temporary relief from the insider reporting requirements of Section 16(a) of the Securities Exchange Act of 1934.
As a result, D&Os of FPIs organized and headquartered in this geographic region have until April 20, 2026, to comply with those reporting obligations, provided their ability to comply with the original filing deadline has been materially affected by the direct effects of the Iran War.
Absent this temporary relief, those reporting obligations would have applied beginning March 18, 2026. See our March 3, 2026, client alert, “SEC Insider Reporting Requirements for Directors and Officers of Foreign Private Issuers Apply Starting March 18, 2026.”
The SEC previously provided permanent exemptions for D&Os of FPIs in certain other foreign countries, including Canada and the United Kingdom, on the ground that those jurisdictions impose reporting requirements similar to those in Section 16(a). See our March 6, 2026, client alert, “SEC Exempts D&Os of Companies in Certain Foreign Countries from New Section 16(a) Insider Reporting Requirements.”
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