Tagged: beneficial ownership
Good news! The SEC has issued exemptive relief under the Holding Foreign Insiders Accountable Act (the HFIAA). For those of you focused on more important things in life, like Major League Baseball’s opening day later this month, let us give you a brief recap of the HFIAA. The HFIAA was signed into law on December 18, 2025 and it subjected directors and officers of foreign private issuers to beneficial ownership and transactional reporting with the SEC if the issuer’s securities are registered under Section 12(b) or 12(g) of the Exchange Act of 1934. Reporting commences on March 18, 2026, but the SEC was permitted to issue exemptive relief. More detail about the HFIAA...
Directors and officers of foreign private issuers take note: unless the SEC exempts you, you will be required to report beneficial ownership and transactions in your company’s registered equity securities to the SEC, and your first report is due on March 18, 2026. On December 18, 2025, President Trump signed into law the National Defense Authorization Act (NDAA), expanding reporting requirements under amended Section 16(a) of the Exchange Act of 1934 to directors and officers of foreign private issuers whose securities are registered under Section 12(b) or 12(g) of the Exchange Act of 1934. This includes, among others, issuers of securities traded on the NYSE, NYSE American or Nasdaq. More detail about this requirement is available...
In what will come as a relief to those Canadians and Canadian companies that own U.S. entities, on Friday, March 21, 2025, FinCEN announced an interim final rule that eliminates the requirement for U.S. entities to file beneficial ownership reports under the Corporate Transparency Act (CTA). U.S. entities will be exempt even if they are owned by a foreign person or foreign company. As a result, only those foreign companies that directly register to do business in a U.S. jurisdiction will be required to file beneficial ownership reports under the CTA. More information is available in this eUpdate.
On September 17, 2019, the Financial Post reported that British Columbia Investment Management Corporation (BCIMC), one of Canada’s largest pension funds, inadvertently failed to report to the U.S. Securities and Exchange Commission (SEC) $2.46 billion of its holdings in 98 Canadian companies, accounting for more than 20 percent of the investments required to be reported to the SEC. The reason – it appears that BCIMC’s investments in Canadian companies that report with the SEC (often referred to as “cross-listed” companies) were inadvertently omitted. The Financial Post reported that this was not the first time BCIMC had made errors in its SEC filings, citing a series of prior amendments filed to correct data from...
