Here’s a note that Cooley’s Courtney Thorne just posted on LinkedIn: “Less than an hour ago, the SEC issued an exemptive order – Release No. 34-104931 – granting conditional relief from the Section 16(a) insider reporting requirements for directors and officers of certain foreign private issuers that commence on March 18th.
We at Team Cooley LLP (led by the incredible Reid Hooper on this initiative) have been speaking regularly with the SEC about this issue on behalf of our clients, knowing the time and cost of the impact of the recent rule change.
i am pleased to report that through this order, the SEC recognized many jurisdictions already have comparable insider disclosure regimes, and provides an exemption for companies where equivalent reporting requirements exist.
As someone who works every day with ex-US companies listed on the US exchange, this is the *right* result for companies as well as investors.
? Key takeaways:
• Directors and officers of qualifying FPIs may be exempt from U.S. Section 16(a) filings
• Relief applies when insiders are subject to substantially similar reporting obligations in their home jurisdiction
• Covered jurisdictions include Canada, Chile, the European Economic Area, Korea, Switzerland, and the United Kingdom
• Insider transactions must still be publicly disclosed under local law and accessible in English within two business days
? The order aims to avoid duplicative regulatory filings while maintaining transparency for investors.”
Authored by
Broc Romanek