We are pleased to share with you the final letter submitted on 4 March 2026 to the SEC in response to the enactment of the Holding Foreign Insiders Accountable Act (“HFIAA”) on December 18, 2025. The HFIAA extends the insider reporting regime under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), to directors and officers of foreign private issuers (“FPIs”) whose securities are registered under Section 12(b) or Section 12(g) of the Exchange Act, requiring public reporting of their beneficial ownership of all classes of such issuers’ equity securities. Ahead of the March 18, 2026 effective date of the HFIAA, the Forum’s letter urges the Commission to provide exemptive relief by exercising its powers to unconditionally exempt such FPI insiders from the insider reporting requirements of Section 16(a) of the Exchange Act.

This letter reflects the outcome of extensive engagement through our roundtable discussions, virtual working group, one-on-one meetings, and written feedback.

We would like to extend our sincere thanks to Cleary Gottlieb for their invaluable support in preparing this submission. We are also grateful to all members of the working group who contributed their time and insights throughout this process.

The letter can be viewed or downloaded by clicking here.

Warm regards,
The Forum for US Securities Lawyers in London Leadership Committee

Connie Milonakis, Partner, Capital Markets, Davis Polk
Miriam Patterson, Senior Director, Market Practice & Regulatory Policy, ICMA (Co-Chair)
Jennifer Y. Poon, Associate General Counsel – Group Corporate & Governance, Unilever
Laura Sizemore, Partner and Head of EMEA Capital Markets, White &Case
Deborah Smith, Executive Director, Global Policy & Docs Leadership – Head of Risk Pillar, Goldman Sachs
Daniel Winterfeldt MBE KC (Hon), Co-chair, Forum for US Securities Lawyers in London